Does Sarbanes-Oxley Foster the Existence of Ethical Executive Role Models in the Corporation?

If compliance with, or the efficacy of, Sarbanes-Oxley and other corporate governance initiatives requires that executives (or other firm leaders) be good ethical role models, then it is important to ask whether Sarbanes-Oxley - or any other attribute of existing corporate governance regulation - in fact promotes or permits the production or preservation of ethical role models in the executive ranks of public companies. An absence of support for ethical role models in public companies may signal the failure of broad-based federal corporate governance initiatives like Sarbanes-Oxley. This Article assumes that ethical roles models may be important to the maintenance of good corporate governance (in general) and the success of Sarbanes-Oxley as a corporate governance initiative (in specific). With that in mind, the Article preliminarily analyzes, using legal and social sciences literature, whether Sarbanes-Oxley may encourage or discourage the existence of ethical role models in the corporation

What Is a Security in the Crowdfunding Era?

With the advent of the crowdfunding era, financial interests in business enterprises may look less like investment instruments commonly known as common stock or debentures, and more like loans, gambling bets, rights to consumable products or services or charitable or other nonprofit donations. A closer look at innovations in interests, instruments and offerings in the crowdfunding era preceding the enactment of the Jumpstart Our Business Startups Act (JOBS Act) offers a basis for comparisons and contrasts that raises questions about the categorization of instruments regulated as securities. These and other questions are important to a rethinking of the structure of financial and financially related regulation in and outside the realm of U.S. securities law. Specifically, innovations in financial interests and instruments that immediately preceded the JOBS Act raise a number of important questions about regulatory authority and interpretation. How do we classify the instruments that represent complex or hybrid financial interests in business enterprises? What area of regulation should apply to them? Why? What do the answers to those questions tell us, if anything, about the current (and possible future) structure and function of domestic and international financial regulation? This essay preliminarily explores the features of certain financial instruments in an effort to begin to answer these questions by focusing on what a security — a statutory and regulatory category including specific financial instruments — is and should be under federal securities law

Teaching Business Associations Law in the Evolving New Market Economy

Over the past ten years, the doctrinal rules governing business associations have become more complex (with, e.g., the addition of significant federal law on corporate governance and corporate finance and the recent enactment of social enterprise forms of entity). Moreover, a number of us have added experiential learning to the business associations course (or another similarly titled foundational course on business entity law) and have increased the number and types of assessment tools used in our business associations pedagogy. This has made the task of teaching business associations somewhat overwhelming. Law faculty respond to the challenges of teaching introductory business associations courses in many different, valid ways. This essay, originally written as a discussion session paper for the 2012 annual conference of the Southeastern Association of Law Schools, identifies these trends and describes my ways of contending with them. My goal in publishing this work is to offer some help to faculty members interested in developing or revamping a business associations course offering

The Best of Times, the Worst of Times: Securities Regulation Scholarship and Teaching in the Global Financial Crisis

This short piece is an annotated version of remarks that I gave to introduce a roundtable discussion on securities regulation scholarship at the University of Maryland School of Law program on “Corporate Governance and Securities Law Responses to the Financial Crisis” held on April 17, 2009. The piece represents my current thoughts about what it is like to teach, research, and write in the area of securities regulation. Ultimately, the message I deliver is a positive one; there is much opportunity for securities regulation teachers and scholars in an environment like the one we have been wrestling with since at least the fall of 2008. The text is quite short, but I have offered many citations in support of my ideas in the hope that they may be helpful to those exploring aspects of the areas I cover

The Last Male Bastion: In Search of a Trojan Horse

Numerous legal scholars and commentators have written about the paucity of women in the boardroom at influence-wielding U.S. public companies. Fewer have written about the scarcity of female Chief Executive Officers, and fewer yet have written about the relatively low numbers of female executive officers, at U.S. public companies. This brief essay (an edited version of my remarks offered at the University of Dayton School of Law’s symposium on Perspectives on Gender and Business Ethics: Women in Corporate Governance ) does not endeavor to add to the collective understanding of observed gender disparities in boardrooms and the C-suite — the senior executive team in the firm. Rather, it urges a different approach to thinking about the issue of gender disparities at the executive-level ranks of U.S. corporations. Specifically, the essay reflects on the ways that different corporate governance theories may inform the way that we frame women’s roles in the corporate executive leadership structure. In short, it suggests that by looking at women as team members rather than as part of a binary relationship within the firm, we may normalize the presence of female executives in U.S. public companies