Washington and Lee law professor Christopher Bruner’s book, Corporate Governance in the Common-Law World: The Political Foundations of Shareholder Power, was recently the subject of an online symposium. Styled a “book club,” the symposium was hosted by Prawfsblawg, a widely followed legal academic blog. Contributors included Matthew Bodie (Saint Louis University School of Law), John Cioffi (University of California, Riverside Department of Political Science), Andrew Gold (DePaul University College of Law), Joan Heminway (University of Tennessee College of Law), Brett McDonnell (University of Minnesota Law School), and Daniel Sokol (University of Florida Levin College of Law).
The contributors approached Professor Bruner’s work from a range of perspectives – including corporate law and governance, labor law, social welfare policy, political economy, and finance – but were uniform in their praise.
According to law professor Matthew Bodie, Professor Bruner’s book
… does a great service in expanding and deepening the debate over the nature of corporate governance. Employees have been pretty much left out of the corporate-governance models in legal academia, going back at least to Easterbrook and Fischel, and perhaps as far as Berle and Means…. By drawing a connection between corporate law and labor and employment law, Bruner has expanded the scope of “the law of the firm,” for lack of a better term, to include not just shareholders, boards, and top-level executives, but rather all the participants in the firm, especially employees.
John Cioffi, a political scientist, adds that Professor Bruner
… has made an important contribution not only to the literature on comparative corporate governance, but also to the broader field on comparative political economy…. Bruner powerfully explodes the analytical categories of the “common law countries” and “liberal market economies” by analyzing at length and in depth the substantial legal and political economic differences across these nations…. I am unaware of a comparably sustained and in-depth comparative treatment of corporate and economic governance in the common law countries that so clearly articulates the systemic significance of the differences across them.
Professor Bruner’s book, published in 2013 by Cambridge University Press, examines the corporate governance powers possessed by shareholders in the U.S. and other common-law countries. Bruner finds, contrary to popular belief, that shareholders in the U.K. and other common-law jurisdictions are both more powerful and more central to the aims of the corporation than are shareholders in the U.S. Bruner’s theory is that relatively robust social welfare protections in countries like the U.K., Australia and Canada have freed up their corporate legal systems to focus more intently on shareholder interests without giving rise to “political backlash” – because other legal structures accommodate the interests of employees.
Washington and Lee law professor Christopher Seaman presented at the Vanderbilt Intellectual Property Scholars Roundtable on April 24, 2014. Professor Seaman presented his forthcoming paper “The Case Against Federalizing Trade Secrecy“. His paper will appear in The Virginia Law Review.
From the abstract:
Trade secrecy is unique among the major intellectual property (IP) doctrines because it is governed primarily by state law. Recently, however, a number of influential actors — including legislators, academics, and organizations representing IP attorneys and owners — have proposed creating a private civil cause of action for trade secret misappropriation under federal law. Proponents assert that federalizing trade secrecy would provide numerous benefits, including substantive uniformity, the availability of a federal forum for misappropriation litigation, and the creation of a unified national regime governing IP rights.
This Article engages in the first systematic critique of the claim that federalizing trade secrecy is normatively desirable. Ultimately, it concludes that there are multiple reasons for trade secrecy to remain primarily the province of state law, including preservation of states’ ability to engage in limited experimentation regarding the scope of trade secret protection and federalization’s potential negative impact on the disclosure of patent-eligible inventions. Finally, it proposes an alternative approach — a modest expansion of federal courts’ jurisdiction over state law trade secret claims — that can help address the issue of trade secret theft without requiring outright federalization.
Proposals for 2016 Professional Development Programs
The Professional Development Committee invites AALS Sections, faculty, and informal groups of faculty to submit preliminary proposals for conferences or workshops in 2016. The Committee prefers proposals for programs that are sufficiently broad that they will interest more than the membership of a single AALS Section or subject area. The AALS also welcomes proposals that contemplate different or innovative programs or that are based on interdisciplinary themes.
The Professional Development programs include one-day workshops at the Annual Meeting, as well as two-day workshops at the Mid-Year Meeting. Programs need not fit any particular format, but many past conferences and workshops have fallen into one of the following categories:
- Subject matter programs aimed at faculty who teach particular subjects or types of courses such as the 2013 Mid-Year Meeting Conference on Criminal Justice and the 2010 Mid-Year Meeting Workshop on Civil Procedure: Charting Your Course in a Shifting Field;
- Programs for groups with similar interests other than subject matter such as the 2015 Mid-Year Meeting Workshop on Forty Years of Formal Equality and the 2014 Mid-Year Meeting Workshop on Sexual Orientation and Gender Identity Issues;
- Programs that cut across subject matter lines such as the 2014 Mid-Year Meeting Workshop on Blurring Boundaries in Financial and Corporate Law; the 2013 Mid-Year Meeting Workshop on Poverty, Immigration and Property; the 2012 Mid-Year Meeting on Workshop on Torts, Environment and Disaster; and the 2012 Mid-Year Meeting Workshop on When Technology Disrupts Law: How do IP, Internet and Biolaw Adapt?;
- Programs dealing with matters of law school administration or legal education generally such as the 2011 Annual Meeting Workshop for Deans and Law Librarians; the 2011 Conference on the Future of the Law School Curriculum; and the 2012 Annual Meeting Workshop on Academic Support-Got ASP?: Leveraging Academic Support Principles and Programs to Meet Strategic Institutional Goals; and,
- Programs exploring the ramifications of significant developments in or affecting the law such as the 2008 Annual Meeting Workshop on Courts: Independence and Accountability.
Proposals should be two to three pages long and include: (1) a description of the areas or topics be covered (e.g., the intersection of criminal law and immigration); (2) an explanation of why it would be important and timely to undertake such a program in 2016; (3) an indication of the format and/or a brief description of panels (e.g. a panel on immigration incarceration, a panel on immigration crimes, a panel on immigration and Miranda amendment). It is also recommended that preliminary proposals include (4) suggestions for members of the planning committee as well as potential speakers and their schools. Since planning committees value diversity of all sorts, we encourage recommendations of women, minorities, those with differing viewpoints, and new teachers as speakers. Specific information regarding the potential speaker’s scholarship, writings, speaking ability, and teaching methodology is valuable, but not required.
Preliminary proposals are extremely helpful to the planning committees. Planning the actual program, including the choice of specific topics and speakers, is the responsibility of the planning committee, which is appointed by the AALS President. Planning committees normally include one or more individuals who are in leadership positions in the proposing Section(s) and other teachers in that subject area.
Proposals should be submitted by email by June 13, 2014 to firstname.lastname@example.org. Jane La Barbera, AALS Managing Director, would be pleased to discuss proposal ideas with you and to answer any questions you have about the Association’s professional development programs. Please send your questions by e-mail to email@example.com.