Available Programs
Panel 1: “Insider Trading in Response to Expressive Trading” with John Anderson
Anderson addresses the need for business lawyers to understand the rise in social-media-driven trading (SMD trading) and options available to issuers and their insiders when their stock is targeted by expressive traders.
Panel 2: “Ten Ethics Traps for Business Lawyers” with Marcia Narine Weldon
In this ethics panel, Professor Weldon will discuss ethical pitfalls related to conflicts of interest with individual and organizational clients; investing with clients; dealing with unsophisticated clients and opposing counsel; competence and new technologies; the ever-changing social media landscape; confidentiality; privilege issues for in-house counsel; and cross-border issues. Professor Weldon will provide a high-level overview and review of the ethical issues that business lawyers face. Her session includes real cases and hypothetical scenarios discussing ABA Model Rules 1.5 (fees), 1.6 (confidentiality), 1.7 (conflicts of interest), 1.8 (prohibited transactions with a client), 1.10 (imputed conflicts of interest), 1.13 (organizational clients), 4.3 (dealing with an unrepresented person), 7.1 (communications about a lawyer’s services), 8.3 (reporting professional misconduct); and 8.4 (dishonesty, fraud, deceit).
Panel 3: “Paying for Energy Peaks: Learning from Texas’ February 2021 Power Crisis” with Colleen Baker and James Coleman
Professor Baker provides an overview of the regulation of Texas’ electric power system and the severe outages in February 2021, explaining why Texas is on the forefront of challenges that will grow more prominent as the world transitions to cleaner energy. Next, she explains competing electric power business models and their regulation, including why many had long viewed Texas’ approach as commendable, and why the revealed problems will only grow more pressing. The presentation concludes by suggesting benefits and challenges of these competing approaches and their accompanying regulation.
Panel 4: “Securities Regulation and the Supreme Court” with Adam Pritchard
In this panel, Professor Pritchard will be previewing his forthcoming book A History of Securities Law in the Supreme Court (coauthored with Professor Robert Thompson from Georgetown Law) and will highlight patterns in U.S. Supreme Court jurisprudence as they relate to securities regulation. Speculations about the future will be offered. The foundations for this work include research and analysis reflected in the following previously published works, among others: Securities Law in the Sixties: The Supreme Court, the Second Circuit, and the Triumph of Purpose Over Text (with Professor Thompson), Securities Law and the New Deal Justices (with Professor Thompson), and Justice Lewis F. Powell, Jr. and the Counterrevolution in the Federal Securities Laws.
Panel 5: “Choice of Entity: The Fiscal Sponsorship Alternative to Nonprofit Incorporation” with Joan Heminway
Professor Heminway discusses how for many small business projects that qualify for federal income tax treatment under Section 501(a) of the U.S. Internal Revenue Code of 1986, as amended, the time and expense of organizing, qualifying, and maintaining a tax-exempt nonprofit corporation may be daunting (or even prohibitive). Yet there would be advantages to entity formation and federal tax qualification that are not available (or not easily available) to unincorporated business projects. Professor Heminway addresses this conundrum by positing a third option—fiscal sponsorship—and articulating its contextual advantages.
Panel 6: “An Empirical Analysis of Shareholder Oppression Disputes” with Douglas Moll
This panel discussion examines how the doctrine of shareholder oppression protects minority shareholders in closely held corporations from the improper exercise of majority control, what factors motivate a court to find oppression liability, and what factors motivate a court to reject an oppression claim. Professor Moll will also examine how “oppression” has evolved from a statutory ground for involuntary dissolution to a statutory ground for a wide variety of relief.
Panel 7: “Enforcing Benefit Corporation Reporting” with Haskell Murray
Professor Murray begins his discussion by focusing on the increasing number of states that have included express punishments in their benefit corporation statutes for reporting failures. Part I summarizes and compares the statutory provisions adopted by various states regarding benefit reporting enforcement. Part II shares original compliance data for states with enforcement provisions and compares their rates to the states in the previous benefit reporting studies. Finally, Part III discusses the substance of the benefit reports and provides law and governance suggestions for improving social benefit.