ProfessorBainbridge.com

My Advanced Corporation Law casebook gets an endorsement

One of the things I’ve enjoyed this semester: teaching a new course on Advanced Corporate Law to a wonderful group of @EmoryLaw students & using Stephen Bainbridge’s (@PrawfBainbridge @UCLA_Law) new Advanced Corporation Law textbook. Deep, balanced, current & highly recommended. pic.twitter.com/cMBItRdqLA

— George S. Georgiev (@GeorgievLaw) April 16, 2021

Yours truly cited by the 11th Circuit

Deal v. Tugalo Gas Co., Inc., 19-14336, 2021 WL 1049813, at *2 (11th Cir. Mar. 19, 2021):

A corporation's directors and officers owe fiduciary duties to the company; if a shareholder believes that they have breached those duties, he can bring a “derivative suit” on behalf of the corporation, for the harm done to it. See Stephen M. Bainbridge, Corporate Law 207 (3d ed. 2002). In a derivative suit, the cause of action belongs to the corporation, rather than to the individual shareholder-plaintiff, and any recovery thus goes to it. Id. Because the cause of action is ultimately the corporation's own, a shareholder can bring suit only in the event that a company's board chooses not to pursue litigation. Id. at 225. Thus, to bring a derivative suit, the shareholder usually must first make “demand” on the corporation—that is, ask the board to bring a suit on the company's behalf. Id. By contrast, if a shareholder believes that he has been harmed in his individual capacity and separately from any injury to the corporation, then he can bring a “direct suit.” Id. at 205. Because in that instance the injury is personal to the shareholder, there is no demand requirement, but there are other hurdles—among them, the shareholder must show that his injury is distinct from any that the corporation or other shareholders have suffered. Id. at 205–06.

I'm interviewed on Brian Frye's Ipse Dixit Podcast re ESG and Corporate Social Responsibility

I just posted @IpseDixitPod #690, featuring Stephen Bainbridge @PrawfBainbridge discussing corporate purpose & shareholder wealth maximization. Should be of interest to ... well, a lot of people? https://t.co/MtbNrxgSfW

— Brian L. Frye (@brianlfrye) March 16, 2021

Strine Speaks: The Business Judgment Rule is an Abstention Doctrine

From Brummer, Christopher J. and Strine, Leo, Duty and Diversity (February 18, 2021). U of Penn, Inst for Law & Econ Research Paper No. 21-08, Columbia Law and Economics Working Paper No. 642, Available at SSRN: https://ssrn.com/abstract=3788159 or http://dx.doi.org/10.2139/ssrn.3788159:

... the business judgment rule commands that courts not intrude on decisions about a corporation’s business philosophy and strategy. For that reason, Professor Bainbridge has rightly called the business judgment rule an abstention doctrine,³⁰⁴ which leaves stockholders dissatisfied with the board with recourse to the corporate ballot box, not the courthouse.

³⁰⁴ See generally Stephen M. Bainbridge, The Business Judgment Rule as Abstention Doctrine, 57 VAND. L. REV. 83 (2019).

Professor Bainbridge versus the Socratic Method: A ProfessorBainbridge.com Studio Production

The production values aren't great. But I am proud of the substance.

What course would you teach using my Advanced Corporation Law casebook?

A friend emailed to say she liked my new casebook on Advanced Corporation Law. But when I wrote back to encourage her to adopt it, she expressed doubt as to what course she would use it in.

A fair question. I use it in a course at UCLA called Advanced Corporation Law.

Reflections on being a Corporate Lawyer

A video from my new YouTube playlist on corporate law.

Professor Bainbridge on Corporate Law: Videos

I've created a playlist on Youtube of my videos on corporate law. You can access it here.

Delaware Vice Chancellor Laster cites yours truly

In Firefighters' Pension System of the City of Kansas City v. Presidio, Inc., CV 2019-0839-JTL, 2021 WL 298141, at *29 n.13 (Del. Ch. Jan. 29, 2021), Vice Chancellor Laster cited my article, Stephen M. Bainbridge, Unocal at 20: Director Primacy in Corporate Takeovers, 31 Del J. Corp. L. 769, 788–89 (2006), in a long string cite about how mergers involve final period problems. 

Later in the opinion (at *49 n.28) he cites, Stephen M. Bainbridge, Director Primacy: The Means and Ends of Corporate Governance, 97 Nw. U.L. Rev. 547, 605 (2003), for the proposition that directors are not agents of the shareholders.

Cooking with Professor Bainbridge

I started blogging at ProfessorBainbridge.com in 2003. The blog started out with a focus on corporate law, but quickly evolved into a platform for talking about all of my interests: both vocational and avocational.

In the earlier years, the Food and Wine section of the blog consisted mostly of notes on wines Helen and I had tasted. But I had started cooking in my teens and it had eventually evolved into a hobby. Encouraged by Helen, I gradually started writing down some of the recipes I concocted and transcribing them to the blog.

Being bored during the pandemic, I decided to amuse myself by compiling all those recipes into a cookbook. Not to sell but just to share with friends and readers. And now it's ready.

You can download Cooking with ProfessorBainbridge.com here.

I hope you make some of the recipes and enjoy them.

Yours truly on the Federalization of Corporate Law from a 2009 Federalist Society Program

My book "Corporation Law and Economics" turned up in the oddest place

Well, maybe not the oddest place. But a friend of mine on Facebook spotted this picture on his timeline and sent it to me. The original poster apparently is a French lawyer. Look carefully at the top book.

The book in question is my Corporations: Law and Economic Analysis (2002). It has a LOT more economic analysis than my Concepts and Insights version, so may be especially useful for academics. Lots of director primacy, of course.

 

My essay The Business Roundtable’s Statement on Corporate Purpose One Year Later is now online

Here

Best week ever at CodeCracker. No brag. Just fact.

No brag. Just fact. We are Persuasive.

Michael J. Vargas, Dodge v. Ford Motor Co. at 100: The Enduring Legacy of Corporate Law's Most Controversial Case, 75 Bus. Law. 2103, 2122 mm. 59 and 64 (2020):

Professor Stephen Bainbridge argues persuasively that the business judgment rule, though insulating board actions from review, nonetheless is intended to and does encourage maximum shareholder wealth generation by preventing costly and inefficient interference by judges, a situation that shareholders themselves would likely appreciate and for which they would bargain. Stephen Bainbridge, Director Primacy: The Means and Ends of Corporate Governance, 97 NW. U. L. REV.547, 600-05 (2003). However, Professor Bainbridge admits that the rule may have the effect of insulating boards that engage in actions that do not maximize shareholder value. Id. at 601 n.269.

Citing Shlensky, Professor Stephen Bainbridge has persuasively argued that the business judgment rule should be read as a rule of abstention rather than a substantive standard of liability, which would fully withdraw the courts from any review of the merits of business decisions unless a breach of trust is raised. Stephen Bainbridge, The Business Judgment Rule as Abstention Doctrine, 57 VAND. L. REV. 83, 95-102 (2004).