Comments for Jotwell: Corporate Law http://corp.jotwell.com The Journal of Things We Like (Lots) Thu, 17 Jul 2014 19:09:47 +0000 hourly 1 Comment on A New Theory of Insider Trading Law by Sung Hui Kim http://corp.jotwell.com/a-new-theory-of-insider-trading-law/comment-page-1/#comment-65076 Thu, 17 Jul 2014 19:09:47 +0000 http://corp.jotwell.com/?p=626#comment-65076 I’d like to thank Gordon for his perceptive review of my two pieces. He is absolutely correct that Part III is really the core part of the “Last Temptation” piece. The primary contribution of that part is identifying the fiduciary norm of corruption, which no one had explicitly and systematically done before. It explains (though admittedly incompletely) why insider trading is viewed as wrongful. I further develop the explanation in Insider Trading as Private Corruption but both space constraints (imposed by law reviews’ policies) and the need to maintain coherency/parsimony constrained my elaboration of the theory. In a third piece, tentatively titled Puzzles of Insider Trading Law, I hope to expand on the notion of insider trading as private corruption by focusing on the intuitive aspects of the notion of corruption and showing why they fit insider trading so well. Hopefully, by then, readers will be fully persuaded that, yes, insider trading is a form of private corruption and that this is the best lens through which to understand the (im)morality of insider trading. Moreover, I do think the private corruption theory is extendable to other areas of law, as Gordon suggested, and I do plan on doing just that. Let me also draw readers’ attention to an essay I wrote in a volume edited by Stephen Bainbridge that also discusses the notion of insider trading as private corruption. I don’t think this essay is entirely duplicative of my other two published pieces. The citation for that essay is: What Governmental Insider Trading Teaches Us About Corporate Insider Trading, in RESEARCH HANDBOOK ON INSIDER TRADING (ed. Stephen M. Bainbridge) (Edward Elgar Publishing Ltd. 2013). Finally, allow me to mention that Gordon’s “Critical Resource Theory of Fiduciary Duty,” in which Gordon develops a new theory of fiduciary relationships, particularly inspired me to write Insider Trading as Private Corruption. Gordon’s article was beautifully written, ambitious, and incredibly well-researched — all attributes that I hoped to attain for my piece. Thanks, Gordon, for the great review!

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Comment on Managing Global Supply Chains: Coca Cola and Sugar in Brazil by Supply Chain Management Consulting http://corp.jotwell.com/managing-global-supply-chains-coca-cola-and-sugar-in-brazil/comment-page-1/#comment-64132 Mon, 09 Dec 2013 21:43:57 +0000 http://corp.jotwell.com/?p=560#comment-64132 Regulation is just a requirement but something to keep in mind in your supply chain. It usually makes things harder for businesses but that doesn’t mean its not there for a reason.

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Comment on An Unexpected Remedy: Eminent Domain as a Potential Solution to the Mortgage Crisis by Robert Hockett http://corp.jotwell.com/an-unexpected-remedy-eminent-domain-as-a-potential-solution-to-the-mortgage-crisis/comment-page-1/#comment-46615 Wed, 20 Feb 2013 19:43:06 +0000 http://corp.jotwell.com/?p=444#comment-46615 Great idea. More homelessness, plummeting property values and municipal revenue just as abatement costs spike. Thanks.

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Comment on An Unexpected Remedy: Eminent Domain as a Potential Solution to the Mortgage Crisis by Douglas Levene http://corp.jotwell.com/an-unexpected-remedy-eminent-domain-as-a-potential-solution-to-the-mortgage-crisis/comment-page-1/#comment-39529 Sun, 23 Dec 2012 00:30:08 +0000 http://corp.jotwell.com/?p=444#comment-39529 The obvious solution to the problem identified by the author is to encourage lenders to foreclose on defaulted mortgages and sell the properties for market value. That will force the banks to “write down” the value of the loan to the market value and permit markets to clear.

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Comment on Going Public before the IPO by Eric http://corp.jotwell.com/going-public-before-the-ipo/comment-page-1/#comment-35515 Tue, 04 Dec 2012 17:18:35 +0000 http://corp.jotwell.com/?p=380#comment-35515 D. Gordon Smith, I’m looking around and seeing that IPO market in reasonable health, with Companies in Asia, India, South America and the UK considering declaring IPOs to raise funds.

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Comment on Into the Heart of Darkness by gMg Management http://corp.jotwell.com/into-the-heart-of-darkness/comment-page-1/#comment-22820 Mon, 16 Jul 2012 22:18:06 +0000 http://corp.jotwell.com/?p=254#comment-22820 Thank you for sharing this. It does seem a little complicated, but Professor Omarova helps it make so much more sense!

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Comment on Organizational, Not transactional, Legal Engineers by Robert Rosen http://corp.jotwell.com/organizational-not-transactional-legal-engineers/comment-page-1/#comment-16408 Mon, 12 Mar 2012 03:44:11 +0000 http://corp.jotwell.com/?p=328#comment-16408 Let me respond to Ray’s thoughtful comments and invite others to also respond to him.

Ray and I agree on three points: (1) The numbers of compliance jobs are increasing (and many are very well paid); (2) There is no necessary reason that these jobs will be filled by legally-trained individuals; and (3) although lawyers work in organizations, serve organizations, and fight organizations, law schools do a miserable job of training its students in organizational behavior.

I think we also agree that we need more evidence to determine an additional three questions: (1) Can legal training be valuable to a corporate client when it is employed in the continuing negotiation of determining what constitutes compliance? (2) Is it valuable to a corporate client to have a lawyer speaking about the threat of litigation as an integral part of compliance processes? and (3) Can lawyers win compliance jobs by claiming that their experience has given them abilities to educate managers and mastery of corporate politics?

Ray claims that lawyers are losing out on compliance jobs. He is certainly correct that lawyers are competing with others. And since the degree of competition is relatively new, it appears that lawyers are losing, but they are only sharing the market. He emphasizes that compliance requires functional/engineering knowledge. It also requires statistical knowledge. Lawyers will not get all the compliance jobs. But it is not a market from which the legal profession ought to withdraw. There are good, high-paying, ethical jobs in compliance.

Thanks, Ray. .

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Comment on Organizational, Not transactional, Legal Engineers by Ray Campbell http://corp.jotwell.com/organizational-not-transactional-legal-engineers/comment-page-1/#comment-16402 Mon, 12 Mar 2012 01:13:57 +0000 http://corp.jotwell.com/?p=328#comment-16402 Rob, as you’ve explained in one of your articles, corporations are structured to use lawyers as just one of many types of consultants.

In that context, the compliance and legal functions seem to be diverging in corporate America. Most significant organizations have compliance departments, and these departments do not necessarily report to the General Counsel’s office. Compliance departments are served, to some extent, by in house and outside lawyers, but they are also served by outside consultancies offering compliance services, which do not claim to be practicing law.

In part, this divergence is because compliance requires skill sets not typically held by lawyers. Determining what the legal duties are can be the easy part of compliance. There are other important skills – understanding organizational dynamics, structuring educational programs, assessing understanding, assessing functional compliance – that lie outside what lawyers are trained to do. It may be easier to train bright young people as compliance professionals with core skills in those areas, hiring specialist lawyers as needed to make sure the legal content is current and accurate.

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Comment on Unknown Unknowns: Uncertainty, Contracts, and Crisis by Robert Ahdieh http://corp.jotwell.com/unknown-unknowns-uncertainty-contracts/comment-page-1/#comment-120 Sat, 16 Jan 2010 03:33:53 +0000 http://corp.jotwell.com/?p=118#comment-120 And who was your contracts professor here at Emory?

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Comment on Unknown Unknowns: Uncertainty, Contracts, and Crisis by Andrew Weltchek http://corp.jotwell.com/unknown-unknowns-uncertainty-contracts/comment-page-1/#comment-119 Sat, 16 Jan 2010 01:55:41 +0000 http://corp.jotwell.com/?p=118#comment-119 “In this account, risk-averse lawyers (often junior associates in large law firms) incorporate a succession of new terms from one contract to the next–whether in the face of new issues, or simply because they hear that others are doing so.”

This reminds me that my contracts teacher at Emory (Prof. Ahdieh’s current posting), told us of being such an associate and adding “vassals” to the boilerplate string of “employees, agents, representatives, assigns, successors, etc., etc., etc.” used throughout a contract he was working on. And he felt confident that those vassals would remain subject to that clause (whatever it might mean) down through the ages.

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