National Business Law Scholars Conference (NBLSC)

6/23

Open to the public

The National Business Law Scholars Conference (NBLSC) will be held on Thursday and Friday, June 23-24, 2016, at The University of Chicago Law School.

This is the seventh annual meeting of the NBLSC, a conference that annually draws legal scholars from across the United States and around the world.  We welcome all scholarly submissions relating to business law. Junior scholars and those considering entering the legal academy are especially encouraged to participate.

Conference Schedule

Thursday, June 23rd

8:00-8:45Registration & Breakfast (Classroom Corridor)
8:45-9:00

Opening Remarks (Room III)
Dean Thomas J. Miles (The University of Chicago Law School)

9:00-10:00Keynote Address (Room III)
Steven L. Schwarcz (Duke Law School)
10:00-10:15Break
10:15-12:15

Concurrent Panels

Panel A (Room I) 

Business Bankruptcy

Moderator and Discussant:  Michelle M. Harner (University of Maryland Francis King Carey School of Law)

  • Douglas G. Baird (The University of Chicago Law School), Bankruptcy's Quiet Revolution
  • Shlomit Azgad-Trome (UC Berkeley School of Law), Too Important to Fail: Bankruptcy versus Bailout of Socially-Important Non-Financial Institutions
  • Anthony J. Casey (The University of Chicago Law School), Bankruptcy on the Side
  • Laura Napoli Coordes (Arizona State University Sandra Day O'Connor College of Law),Gatekeepers Gone Wrong:  Reforming the Chapter 9 Eligibility Rules
  • Jared A. Ellias (University of California Hastings College of the Law), What Drives Bankruptcy Forum Shopping? Evidence from Market Data

Panel B (Room IV)

Business Entities and Social Responsibility

Moderator and Discussant:  Felix B. Chang (University of Cincinnati College of Law)

  • Matthew T. Bodie (Saint Louis University School of Law) Faith and the Firm
  • Eric C. Chaffee (The University of Toledo College of Law), The Theoretical Foundations of Corporate Social Responsibility 
  • Joan MacLeod Heminway (The University of Tennessee College of Law), Corporate Purpose and Litigation Risk in Publicly Held U.S. For-Profit Benefit Corporations 
  • Alicia Plerhoples (Georgetown University Law Center), Rejecting Charity

Panel C (Room V) 

Mergers and Acquisitions

Moderator and Discussant:  Megan Wischmeier Shaner (University of Oklahoma College of Law)

  • Afra Afsharipour (UC Davis School of Law) Legal Transplants in the Law of the Deal: M&A Agreements in India
  • Robert Anderson (Pepperdine University School of Law) & Jeffrey Manns (George Washington University Law School), The Inefficient Evolution of Merger Agreements
  • Cathy Hwang (Stanford Law School), Preliminary Paper in Deal Design
  • Jay B Kesten (Florida State University College of Law), Pathologies of the Modern Appraisal Remedy
  • Charles  Korsmo (Case Western Reserve University School of Law) & Minor Myers (Brooklyn Law School), Interest in Appraisal
12:15-1:00

Lunch (South Green Lounge)

1:00-2:45

Concurrent Panels

Panel A (Room I) 

Lending Regulation

Moderator and Discussant:  David Epstein (University of Richmond School of Law)

  • Pamela Foohey (Indiana University Maurer School of Law), The Expressive Power of Bankruptcy
  • David Min (UC Irvine School of Law), Housing Finance Reform and the Safe Asset Supply
  • Paolo Saguato (London School of Economics), The Liquidity Dilemma and the Repo Market: A Two-Step Policy Option to Address the Regulatory Void
  • Yueh-Ping (Alex) Yang (Harvard Law School), Government Ownership of Banks in the U.S.: A Curse or a Blessing?

Panel B (Room IV)

Investment Fund Regulation

Moderator and Discussant:  Jeff Schwartz (University of Utah S.J. Quinney College of Law)

  • William A. Birdthistle (Chicago-Kent College of Law), Empire of the Fund: Mutual Funds, 401(k)s & the Way We Save Now 
  • Sung Eun (Summer) Kim (University of California, Irvine, School of Law), Attractive Nuisances in Finance 
  • Anita K. Krug (University of Washington School of Law), Investor Democracy

Panel C (Room V)

Business Entities and Political Rights

Moderator and Discussant:  Eric C. Chaffee (The University of Toledo College of Law)

  • Vince Buccola (The Wharton School, University of Pennsylvania), States’ Rights against Corporate Rights 
  • Sarah C. Haan (University of Idaho College of Law), The Shareholder Proposal Settlement and the Private Ordering of Public Elections
  • Joseph K. Leahy (South Texas College of Law), Is Management’s Decision to Cause the Corporation to Make a Political Contribution a “Business Judgment”?
  • Elizabeth Pollman (Loyola Law School, Los Angeles), Regulatory Entrepreneurship

Panel D (Room D) 

The Intersection of Business and Criminal Law

Moderator and Discussant:  Dorothy Shapiro (The University of Chicago Law School)

  • Todd Haugh (Indiana University Kelley School of Business), The Criminalization of Compliance
  • Lauren A. Newell (Ohio Northern University Pettit College of Law), Up in Smoke? Unintended Consequences of Retail Marijuana Laws for Partnerships
  • W. Robert Thomas (University of Michigan), The Ability and Responsibility of Corporate Law to Improve Criminal Punishment
2:45-3:00Break
3:00-4:45

Concurrent Panels

Panel A (Room I) 

Financial Market Intermediaries

Moderator and Discussant:  Tom C.W. Lin (Temple University Beasley School of Law)

  • Benjamin P. Edwards (Barry University Dwayne O. Andreas School of Law), Conflicts & Capital Allocation 
  • Gina-Gail S. Fletcher (Indiana University Maurer School of Law),            Financial Data Intermediaries
  • Veronica Root (Notre Dame Law School), Monitors as Data Brokers
  • Paolo Saguato (London School of Economics), The Organization and Governance of Clearinghouses: Mutual Enterprises or For-profit Corporations

Panel B (Room IV) 

Agency Costs and Fiduciary Duties

Moderator and Discussant:  René Reich-Graefe (Western New England University School of Law)

  • Matthew T. Bodie (Saint Louis University School of Law),  Employment as Fiduciary Relationship 
  • Yaron Nili (Harvard Law School) & Kobi Kastiel (Harvard Law School), “Captured Boards”: The Rise of “Super Directors” and the Case for a Board Suite
  • Justin Sevier (Florida State University College of Law), Who Cares About Agency Costs in Executive Compensation?
  • Gregory H. Shill (Harvard Law School), Activist Loyalties

Panel C (Room V) 

Securities Regulation and Disclosure Under the 1933 Act

Moderator and Discussant:  Donna M. Nagy (Indiana University Maurer School of Law)

  • Brent J. Horton (Fordham University Gabelli School of Business), What Did Prospectuses Look Like Before 1933?  A Review of Pre-Securities Act Offerings
  • Neal Newman (Texas A&M University School of Law), Regulation A+ – New and Improved After the J.O.B.S. Act or a Failed Revival?
  • Hillary A. Sale (Washington University School of Law), “We Believe”: Omnicare, Legal Risk Disclosure and Corporate Governance
4:45-5:00Break
5:00-6:45

Concurrent Panels

Panel A (Room I) 

Business Forms and Their Regulation

Moderator and Discussant:  Kelli Alces Williams (Florida State University College of Law)

  • Gechun Lin (Washington University in St. Louis, School of Law), Regulating Business Trusts in China
  • Mohsen Manesh (University of Oregon School of Law) Equity in LLC Law?
  • Peter Molk (Willamette University College of Law), Contracting Around LLC Default Rules

Panel B (Room IV) 

Understanding Shareholders

Moderator and Discussant:  William A. Birdthistle (Chicago-Kent College of Law),

  • Shlomit Azgad-Trome (UC Berkeley School of Law), Corporations and the 99%: Team Production Revisited
  • Kobi Kastiel (Harvard Law School) & Yaron Nili (Harvard Law School), In Search of the ‘Absent’ Shareholders: A New Solution to Retail Investors’ Apathy
  • Benjamin Means (University of South Carolina School of Law), Entrepreneurial Action in Family Controlled Companies
  • Megan Wischmeier Shaner (University of Oklahoma College of Law), The Stockholder Monitor: Plaintiff Stockholders vs. Activist Stockholders

Panel C (Room V)

Securities Litigation

Moderator and Discussant:  Hillary A. Sale (Washington University School of Law)

  • Yuliya Guseva (Rutgers School of Law-Newark), Extraterritoriality Redux: Public Enforcement and Litigation Five Years After Morrison v. NAB
  • Adam C. Pritchard (University of Michigan Law School), Piling On? An Empirical Study of Parallel Derivative Suits
  • Margaret V. Sachs (University of Georgia School of Law), Superstatute Theory and Federal Securities Law: Towards A New Understanding of Morrison v. National Australia Bank, Ltd. 
  • James C. Spindler (University of Texas School of Law), We Have a Consensus on Fraud on the Market – And It’s Wrong

Panel D (Room D)

Antitrust and Regulating Anticompetitive Behavior

Moderator and Discussant:  Eric C. Chaffee (The University of Toledo College of Law)

  • Felix B. Chang (University of Cincinnati College of Law), Second-Generation Monopolization: Parallel Exclusion in Derivatives Markets
  • Gregory Day (Oklahoma State University Spears School of Business), Efficient Piracy
  • Vera Korzun (Fordham Law School), Arbitrating Antitrust Claims: From Suspicion to Trust
  • Samuel N. Weinstein (U.C. Berkeley School of Law), Rigged Results? Solving the Antitrust Puzzle of Search-Engine Keyword Bid-Rigging Agreements
6:45-7:45Reception (North Green Lounge)

 

Friday, June 24th

7:45-8:45Breakfast (Classroom Corridor)
8:45-9:45

Concurrent Panels

Panel A (Room I)

Business Law and Technology

Moderator and Discussant:  Joan MacLeod Heminway (The University of Tennessee College of Law)

  • Carla L. Reyes (Stetson University College of Law  ), Disruptive Regulation: The Blockchain and Standard Setting Using an Endogenous, Technology-Assisted Methodology
  • Wulf A. Kaal (University of St. Thomas School of Law), Venture Capital as Dynamic Regulation of Disruptive Innovation

Panel B (Room IV)

Financial Market Regulatory Design

Moderator and Discussant:  Benjamin P. Edwards (Barry University Dwayne O. Andreas School of Law)

  • John Crawford (University of California Hastings College of the Law), A Regulatory Design for Market Discipline
  • Minor Myers (Brooklyn Law School), Profit-Taking in the Market for Corporate Law

Panel C (Room V)

Securities Market Regulatory Theory

Moderator and Discussant:  Lauren A. Newell (Ohio Northern University Pettit College of Law)

  • Wendy Gerwick Couture (University of Idaho College of Law), A Glass-Half-Empty Approach to Securities Regulation
  • Cary Martin Shelby (DePaul University College of Law), The SEC as the Primary Regulator of Systemic Risk
9:45-9:55Break
9:55-11:10

Concurrent Panels

Panel A (Room I)

The Intersection of Business Law and Cyber Law

Moderator and Discussant:  Carla L. Reyes (Stetson University College of Law)

  • Kristin N. Johnson (Seton Hall University Law School), Cyber Risks: Emerging Risk Management Concerns for Financial Institutions
  • Tom C.W. Lin (Temple University Beasley School of Law), New Market Manipulation
  • Ge Zhang (Washington University School of Law), The Legal Mechanism for Safeguarding Personal Information of Credit Reporting in the Era of Big Data--The Current Practice in China

Panel B (Room IV)

Financial Market Regulation

Moderator and Discussant: Gina-Gail S. Fletcher (Indiana University Maurer School of Law)

  • Kevin Haeberle (University of South Carolina School of Law), Information-Dissemination Law: The Regulation of How Market-Moving Information Is Regulated
  • Jeremy R. McClane (University of Connecticut School of Law), “Boilerplate” and the Impact of Disclosure in Dealmaking
  • Yuliya Guseva (Rutgers School of Law-Newark), Russian Capital Markets and Shareholder Litigation: Quo Vadis?

Panel C (Room V)

The Intersection of Business and Tax Law

Moderator and Discussant:  Eric C. Chaffee (The University of Toledo College of Law)

  • Ilya Beylin (Columbia Law School), Taxing Fictive Orders: How an Information Forcing Tax Can Reduce Manipulation and Distortion in Financial Product Markets
  • Limor Riza (Carmel Academic Center), Charitable Contributions and Dependent Care Expenses in a Coherent System
  • Sloan G. Speck (University of Colorado Law School), Competitiveness as a Rationale for International Tax Reform
11:10-11:20Break
11:20-12:20

Concurrent Panels

Panel A (Room I)

Whistleblowers

Moderator and Discussant:  Yaron Nili (Harvard Law School)

  • Miriam H. Baer (Brooklyn Law School), The Whistleblower’s Dilemma
  • Benjamin P. Edwards (Barry University Dwayne O. Andreas School of Law), Regulating Culture: Improving Corporate Governance with Antiarbitration Provisions

Panel B (Room IV)

Risk Regulation

Moderator and Discussant:  Jay B Kesten (Florida State University College of Law)

  • Kristin N. Johnson (Seton Hall University Law School), Diversifying to Mitigate Misconduct Risk
  • Robert F. Weber (Georgia State University College of Law), Why Don't Financial Regulators Talk About Risk Regulation?

Panel C (Room V)

Hot Topics in Securities Regulation

Moderator and Discussant:  Cathy Hwang (Stanford Law School)

  • Jeff Schwartz (University of Utah S.J. Quinney College of Law), Cost-Benefit Analysis and The Conflict Minerals Rule
  • Victoria Schwartz (Pepperdine University School of Law), The Celebrity Stock Market
12:20-12:30Break
12:30-1:45

Lunch and Keynote Address (South Green Lounge)

The Honorable Diane P. Wood (United States Court of Appeals for the Seventh Circuit)

1:45-2:45

Plenary Panel (The Courtroom)

Diverse and Inclusive Leadership in Business:  What's Happening in the Academy, the C-Suite, and the Boardroom?

Moderator and Discussant:  Joan MacLeod Heminway (The University of Tennessee College of Law)

  • Afra Afsharipour (UC Davis School of Law)
  • E. Thames Fulton (RSR Partners)
  • Mary Ann Hynes (Archdiocese of Chicago)
  • Cynthia Jamison (Tractor Supply Company)
  • Kristin N. Johnson (Seton Hall University Law School)
  • Steven A. Ramirez (Loyola University Chicago School of Law)
  • Darren Rosenblum (Pace Law School)
  • Hillary A. Sale (Washington University School of Law)
2:45-2:55Break
2:55-4:10

Concurrent Panels

Panel A (Room I)

Understanding the Board

Moderator and Discussant:  Kobi Kastiel  (Harvard Law School)

  • René Reich-Graefe (Western New England University School of Law), Corporate Boards and Calculative Trust: Theory
  • Darren Rosenblum (Pace Law School), When Does Board Diversity Benefit Firms?

Panel B (Room IV)

The Intersection of Business and Contract Law

Moderator and Discussant:  Pamela Foohey (Indiana University Maurer School of Law)

  • Matthew Jennejohn (BYU Law School), Designing Relational Contracts in Asymmetric Innovation Networks
  • Frederick Trilling (Boston University), The Uniform Commercial Code: A View Forward
  • Kelli Alces Williams (Florida State University College of Law), Contract Disclosures as Warnings

Panel C (Room V)

Insider Trading

Moderator and Discussant:  Afra Afsharipour (UC Davis School of Law)

  • Alexander Dill (Chicago-Kent College of Law), U.S. v. Newman and the Mosaic Theory of Investment Research: An Old Theory Gains New Credence
  • Michael D. Guttentag (Loyola Law School, Los Angeles), Selective Disclosure and Insider Trading
  • Donna M. Nagy (Indiana University Maurer School of Law), Beyond Dirks:  Gratuitous Tipping and Insider Trading

 

Keynote Speakers

Professor Steven L. Schwarcz, Stanley A. Star Professor of Law & Business, Duke Law School

Chief Judge Diane P. Wood, The United States Court of Appeals for the Seventh Circuit

Conference Organizers

Tony Casey (The University of Chicago Law School)
Eric C. Chaffee (The University of Toledo College of Law)
Steven Davidoff Solomon (University of California, Berkeley School of Law)
Joan Heminway (The University of Tennessee College of Law)
Kristin N. Johnson (Seton Hall University School of Law)
Elizabeth Pollman (Loyola Law School, Los Angeles)
Margaret V. Sachs (University of Georgia School of Law)
Jeff Schwartz (The University of Utah, College of Law)

Hotel Information

The Omni Hotel Chicago (downtown) is currently holding a block of sleeping rooms for conference attendees. Reserve a room.

Please be aware that June 1, 2016 is the deadline to book rooms in this block. Attendees are encouraged to book well before this date to ensure a room at the negotiated rate of $289 plus tax.

A block of rooms have also been secured at the Hyatt Place South (Hyde Park). Reserve a room at www.chicagosouthuniversity.place.hyatt.com and follow the steps below:

  1. Enter their dates
  2. Click on “Special Rates”
  3. Select “Corporate or Group Code”
  4. Type the group code G-NBLS

Please be aware that May 22, 2016 is the deadline to book rooms in this block. Attendees are encouraged to book well before this date to ensure a room at the negotiated rate of $219 plus tax. Attendees may also secure a room by calling the 24 hour reservations line at (800)233-1234 and referencing the National Business Law Scholars Conference.

Conference schedule