Washington and Lee law professors Lyman Johnson and David Millon have published an article in the most recent issue of The Business Lawyer. The article, “Corporate Law After Hobby Lobby” appears in Vol. 70, Issue 1.
From the abstract:
We evaluate the U.S. Supreme Court’s controversial decision in the Hobby Lobby case from the perspective of state corporate law. We argue that the Court is correct in holding that corporate law does not mandate that business corporations limit themselves to pursuit of profit. Rather, state law allows incorporation for any lawful purpose. We elaborate on this important point and also explain what it means for a corporation to “exercise religion.” In addition, we address the larger implications of the Court’s analysis for an accurate understanding both of state law’s essentially agnostic stance on the question of corporate purpose and also of the broad scope of managerial discretion.
The Washington and Lee Law Review Online published a new article by Professor Lyman Johnson and Rob Ricca entitled “The Still-Dwindled Revlon”. The article is a reply to Nearing 30, Is Revlon Showing Its Age? by Mohsen Manesh of the University of Oregon School of Law.
The full text of the exchange is below:
“The Dwindling of Revlon“ by Lyman Johnson and Robert Ricca
“Nearing 30, Is Revlon Showing Its Age?”, a response by Mohsen Manesh
“The Still-Dwindled Revlon”, a reply by Lyman Johnson and Robert Ricca.
Washington and Lee law professors Lyman P.Q. Johnson and David Millon, along with distinguished colleagues, have authored and submitted comments to the Centers for Medicare and Medicaid Services, Department of Health and Human Services. Specifically, the comments address the proposed definition of “eligible organization” for purposes of coverage of certain preventative services under the Affordable Care Act.
From the abstract:
In late August 2014, after suffering a defeat in the Supreme Court Hobby Lobby decision when the Court held that business corporations are “persons” that can “exercise religion,” the Department of Health and Human Services (“HHS”) proposed new rules defining “eligible organizations.” Purportedly designed to accommodate the Hobby Lobby ruling, the proposed rules do not comport with the reasoning of that important decision and they unjustifiably seek to permit only a small group of business corporations to be exempt from providing contraceptive coverage on religious grounds. This comment letter to the HHS about its proposed rules makes several theoretical and practical points about the Hobby Lobby holding and how the proposed rules fail to reflect the Court’s reasoning. The letter also addresses other approaches to avoid in the rulemaking process and argues for rules that, unlike what the HHS has proposed, align with the Supreme Court’s reasoning while being consonant with generally applicable precepts of state law and principles of federalism.
The full letter may be read here.
Washington and Lee law professor Lyman Johnson is co-author on an amicus brief, filed yesterday, September 2, 2014. The brief supports the respondents in Omnicare Inc., et al. v. Laborers Dist. Council Constr. Indus. Pension Fund, et al. a case currently before the United States Supreme Court, docket no. 13-435.
This securities law case, appealed from the sixth circuit, addresses whether a statement of opinion or belief is actionable under 1933 Securities Act §11 only if the speaker knew its disclosures were untrue.
Download the brief here.
Washington and Lee law professor Lyman Johnson was recently invited to contribute to the Business Law Prof Blog. Professor Johnson’s post, Hobby Lobby – A Landmark Corporate Law Decision, discusses the Supreme Court’s decision in the high profile Hobby Lobby case. It appeared on Wednesday, July 2, 2014.
The Court held that a closely-held business corporation was a “person” under the Religious Freedom Restoration Act (RFRA), that such a for-profit corporation could indeed “exercise religion” under that Act, and that as applied to closely-held corporations the contraceptive mandate promulgated under the Affordable Care Act violated RFRA. Two days after the controversial decision, the sky has not fallen, although dire forecasts to that effect still abound. My post today makes a simple but basic point: quite apart from the decision’s implications for religious liberty in the corporate realm – no small thing, to be sure – and notwithstanding the still unfolding legal and political fallout,Hobby Lobby immediately became a landmark decision in which the Supreme Court spoke in unprecedented fashion to an issue going to the very foundation of corporate law, the question of corporate purpose.
Washington and Lee law professor Lyman Johnson spoke at the Virginia State Bar Annual Meeting on June 13, 2014. The program was titled “Family Feuds, Shareholder Oppression and Judicial Remedies.” Professor Johnson was joined by William Rakes (Gentry Locke Rakes & Moore LLP), Yama Shansab (Ferguson Walton & Shansab PLLC), and Martha Leary Sotelo (Vaughan Fincher & Sotelo PC) for a multifaceted discussion of the corporate, trust, and psychological issues encountered in the battles for control over Luray Caverns, Disthene, Inc., and the Cavalier Hotel.
On Thursday, April 24, 2014, Washington and Lee Law professor Lyman P.Q. Johnson speaks at University of St. Thomas at an event sponsored by the Veritas Institute. The conference is part of the “Higher Calling Series” and titled “Business as an Agent for Social Change: Social Entrepreneurship, Benefit Corporation, Curing Poverty“.
Professor Johnson will participate as a panelist in a conversation about social entrepreneurship and Benefit Corporations and the positive social role they play in contemporary society as well as possible unintended consequences such movements can have for business. Professor Johnson is joined by John McVea, Ph.D. of the University of St. Thomas, Elizabeth Babson of Drinker Biddle and Reath LLP, Haskell Murry of Belmont University and Michael Naughton, Ph.D. of the University of St. Thomas.