New Releases by Joan MacLeod

Lawyers, as inherent and frequent leaders in professional, community, and personal environments, have a greater-than-average need for proficiency in change leadership. In these many settings, lawyers are charged with promoting, making, and addressing change. For example, one commentator observes that, “as stewards of the family justice system and leaders of change, family law attorneys have an ongoing responsibility to foster continuous system improvement.” Change is part of the fabric of lawyering, writ large. Change leadership, whether voluntarily assumed or involuntarily shouldered, is inherent in the lawyering task. Yet, change leadership--well known as a focus for attention in management settings and related academic literature--is rarely called out for individual or focused attention in the traditional law school curriculum. This article presents a brief argument for the intentional and instrumental teaching of change leadership to law students.

This Article describes and comments on criminal insider trading prosecutions brought over an eleven-year period. The core common element among these cases is that they all involve alleged tipper/tippee insider trading or misappropriation insider trading implicating information transfers between or among friends or family members (rather than merely business connections). The ultimate objectives of the Article are to explain and comment on the nature of these criminal friends-and-family insider trading cases and to posit reasons why friends and family become involved in criminal tipping and misappropriation - conduct that puts both the individual friends and family members and the relationships between and among them at risk.

We do not always acknowledge this in legal education, but our students are learning to be leaders, because lawyers are leaders. That is as true of transactional business lawyers as it is of litigators, lawyers who hold political or regulatory appointments, lawyers engaged with compliance, and lawyers in general advisory practices. Yet, most law schools do little, if anything, to teach law students about leadership, or allow them to explore the contours and practices of lawyer leadership. This edited transcript explains the importance of teaching leadership skills, traits, and processes to transactional business law students and offers insights on how instructors in a law school setting might engage in that kind of teaching as part of what they do. The transcript memorializes in written form a "Try This" session held at "Emerging from the Crisis: The Future of Transactional Law and Skills Education," the 7th biennial Conference on the Teaching of Transactional Law and Skills (hosted virtually by Emory Law in the spring of 2021). The session included interactions with the audience, reproduced in the transcript, that also offer important observations and information.

This commentary essay represents a brief response to Professor Stefan Padfield''s "An Introduction to Viewpoint Diversity Shareholder Proposals" (22 TRANSACTIONS: TENN. J. BUS. L. 271 (2021)). I am especially interested in two aspects of Professor Padfield''s article on which I comment briefly in turn. First and foremost, I focus in on relevant aspects of an academic and popular literature that Professor Padfield touches on in his article. This literature addresses an area that intersects with my own research: the diversity and independence of corporate management (in particular, as to boards of directors, but also as to high level executive officers--those constituting the so-called “C-suite”) and its effects on corporate decision-making. Second, I offer a few succinct thoughts on the suitability of the shareholder proposal process as a means of promoting viewpoint diversity in publicly held firms.

Diabetic Smoothie Recipes Cookbook Get your copy of the best and most unique recipes from Joan MacLeod ! Do you miss the carefree years when you could eat anything you wanted?Are you looking for ways to relive the good old days without causing harm to your health?Do you want an ideal way to preserve your food?Do you want to lose weight? Are you starting to notice any health problems?Do you want to learn to prep meals like a pro and gain valuable extra time to spend with your family? If these questions ring bells with you, keep reading to find out, Healthy Weekly Meal Prep Recipes can be the best answer for you, and how it can help you gain many more health benefits! Whether you want to spend less time in the kitchen, lose weight, save money, or simply eat healthier, meal prep is a convenient and practical option and your family can savor nutritious, delicious, homemade food even on your busiest days. ✩ Purchase The Print Edition & Receive A Digital Copy FREE Via Kindle Matchbook ✩ In this book: This book walks you through an effective and complete anti-inflammatory diet-no prior knowledge required. Learn how to shop for the right ingredients, plan your meals, batch-prep ahead of time, and even use your leftovers for other recipes.and detailed nutritional information for every recipe, Diabetic Smoothie Recipes Cookbook is an incredible resource of fulfilling, joy-inducing meals that every home cook will love. In addition, 2 weeks of meals-a 14-day schedule of meals, including step-by-step recipes and shopping lists for each, with tips on what you can prepare ahead of time to get dinner or meal on the table faster. Let this be an inspiration when preparing food in your kitchen with your love ones for the Holiday. It would be lovely to know your cooking story in the comments sections below. Again remember these recipes are unique so be ready to try some new things. Also remember that the style of cooking used in this cookbook is effortless. I really hope that each book in the series will be always your best friend in your little kitchen. Well, what are you waiting for? Scroll to the top of this page and click the Add to Cart button to get your copy now!

This Essay identifies and takes stock of the Trump Administration''s deregulatory efforts as they impact business interests, with the thought that even incomplete or biased information may be useful to transactional business lawyering. What of significance has been done to date? With what articulated policy goals, if any? How may -- or how should -- the success of the administration''s business deregulatory plans and programs be judged? What observations can be made about those successes? For example, who may win and lose in the revised regulatory framework that may emerge? The Essay approaches these questions from a transactional business law perspective and offers related observations. Spoiler Alert: to date, the deregulatory journey is characterized by haphazardness not unlike the motorcar experience that is the subject of the beloved Disneyland attraction, Mr. Toad''s Wild Ride -- a joyride that includes surprises and may sometimes feel like it is taking us “merrily, merrily, merrily, merrily, merrily on our way to nowhere in particular!”

Candidates for U.S. president -- like those for any elected office or leadership position -- make promises about what they will do if they are elected to office. If we take time to think through what must be done to fulfill those promises, however, we may find that the action or forbearance of Congress, the federal courts, or others is required to achieve the pledged objectives. Nevertheless, we expect the president to make good on those campaign commitments -- and more. Our current president, for example, ran a campaign in which deregulation was a centerpiece.This essay interrogates the role of the president in deregulation at the federal level. The interrogation is designed to serve two principle goals. First, the essay sets out to identify and explain the president''s role in the deregulatory process from a legal and practical perspective. Second, with the knowledge gained in better understanding the nature of the president''s optimal role in deregulating, the essay offers a perspective and practical advice for use by a president in constructing and implementing a deregulatory agenda.Ultimately, the essay suggests that the president assume the roles of change leader and fiduciary in meeting deregulatory promises and expectations. The role of change leader focuses the president on processes geared to foster lasting change; the role of fiduciary focuses the president on trustworthy conduct in a relationship with the public that allows for discretion yet demands accountability. The two roles are not mutually exclusive. They have the capacity to work together as complements.

As the play opens, Gracie is eight years old and moving with her mother, brother, and sisters from her community in the southwest United States to a community in south eastern British Columbia, Canada. Her mother has been assigned to a new husband; she becomes his eighteenth wife. Gracie may be eight when the play begins but she is fifteen when the play ends - again with a journey as Gracie leaves the community. In five acts, Gracie plays herself at five ages and also gives voice to thirteen other characters - including her brother Billy who is forced out of the community a couple of years after the family arrives in Canada. The play is a work of fiction but it is inspired by the history of polygamist communities in both Canada and the United States. When the play opened in January 2017, two days later three persons from Canada''s largest polygamist community went to trial for transporting child brides. Gracie loves her family and her faith is strong and a source of comfort to her. Although the play examines practices that are abhorrent critics have noted that a strength of the play is that it does so without judgment. Gracie provides a lens to a complex and secret world. And although it takes place in a community shut off from the outside world it also has a particular resonance for issues at the fore right now - fundamentalism and basic human and religious rights. It is also a terrific vehicle for a young actor.

Business lawyers in the United States find little in the way of robust, tailored guidance in most applicable bodies of rules governing their professional conduct. The relative lack of professional responsibility and ethics guidance for these lawyers is particularly troubling in light of two formidable challenges in business law: legal change and complexity. Change and complexity arise from exciting developments in the industry that invite -- even entice -- the participation of business lawyers.This essay offers current examples from three different areas of business law practice that involve change and complexity. They are labeled: “Alternative Entities,” “Alternative Finance,” and “Alternative Facts.” Each area is described, together with significant attendant professional responsibility and ethics challenges. The essay concludes by offering general prescriptions for addressing these and other professional responsibility and ethics challenges faced by business lawyers in an age of legal change and complexity.

Criminal enforcement of the insider trading prohibitions under Section 10(b) and Rule 10b-5 is the root of corporate criminal liability for insider trading in the United States. In the wake of assertions that S.A.C. Capital Advisors, L.P. actively encouraged the unlawful use of material nonpublic information in the conduct of its business, the line between employer and employee criminal liability for insider trading becomes both tenuous and salient. An essential question emerges: when do we criminally prosecute the firm for the unlawful conduct of its employees? The possibility that reckless employee conduct may result in the employer''s willful violation of Section 10(b) and Rule 10b-5 (and, therefore, criminal liability for that employer firm) motivates this article. The article first reviews the basis for criminal enforcement of the insider trading prohibitions established in Section 10(b) and Rule 10b-5 and describes the basis and rationale for corporate criminal liability (a liability that derives from the activities of agents undertaken in the course of the firm''s business). Then, it reflects on that basis and rationale by identifying the potential for corporate criminal liability for the reckless insider trading violations of employees under Section 10(b) and Rule 10b-5, arguing against that liability, and suggesting ways to eliminate it.

Benefit corporations have enjoyed legislative and, to a lesser extent, popular success over the past few years. This article anticipates what recently (at the eve of its publication) became a reality: the advent of a publicly held U.S. benefit corporation -- a corporation with public equity holders that is organized under a specialized U.S. state statute requiring corporations to serve both shareholder wealth aims and social or environmental objectives. Specifically, the article undertakes to identify and comment on the structure and function of U.S. benefit corporations and the unique litigation risks to which a publicly held U.S. benefit corporation may be subject. In doing so, the article links the importance of a publicly held benefit corporation''s public benefit purpose to litigation risk management from several perspectives. In sum, the distinctive features of the benefit corporation form, taken together with key attendant litigation risks for publicly held U.S. benefit corporations (in each case, as identified in this article), confirm and underscore the key role that corporate purpose plays in benefit corporation law.

How does a business that wants “do good” while doing well finance its operations? In particular, how does a business of that kind find investors who understand and are committed to both its nonfinancial and financial objectives? This chapter addresses issues at the intersection of corporate governance and corporate finance with those questions in mind. Specifically, the pages that follow assess common foundational elements of social enterprise and crowdfunding and whether crowdfunding may be a promising (or even suitable) source of funding for social enterprise businesses. As young popular and populist corporate governance and corporate finance adventures, social enterprise and crowdfunding hold some attraction for and traction with each other. Yet, the envisioned public benefits of crowdfunded social enterprise may be illusory or infrequently realized in practice, and even if real and realized, the benefits of social enterprise crowdfunding may not outweigh financial, reputational, opportunity, and other risks and costs. In particular, crowdfunded securities offerings for social enterprises present a number of significant challenges. Of course, both social enterprise (including especially benefit corporations and other new mission-driven statutory forms of entity) and crowdfunding (including especially securities crowdfunding) are to a great extent early-stage experiments. The results of these experiments are yet to be revealed. Even if the outcome is that the potential for mutual benefit is not realized or realizable (at all or in certain cases), we no doubt will learn much from the experimental process.

This essay, written in honor and memory of Professor Alan R. Bromberg as part of a symposium issue of the Southern Methodist University Law Review, is designed to provide preliminary answers to two questions. First: is a limited liability company (“LLC”) operating agreement (now known under Delaware law and in certain other circles as a limited liability company agreement) a contract? And second: should we care either way? These questions arise out of, among other things, a recent bankruptcy court case, In re Denman, 513 B.R. 720, 725 (Bankr. W.D. Tenn. 2014).The bottom line? An operating agreement may or may not be a common law contract. But that legal categorization may not matter for purposes of simple legal conclusions regarding the force and effect of operating agreements. A state''s LLC law may provide that LLCs are contracts or are to be treated as contracts in general or for specific purposes and may establish the circumstances in which operating agreements are valid, binding, and enforceable. However, in the absence of an applicable statute, the legal conclusion that an operating agreement is or is not a common law contract may matter in legal contexts that depend on the common law of contracts for their rules. In either case, the bar may want to participate in clarifying the status of operating agreements as binding commitments.

Crowdfunding remains a bit of an unknown in business finance. Securities crowdfunding, as a subset of that financing market, is no more familiar. Diverse investors and risks make for a complex regulatory puzzle.Investor protection regulation has begun to develop in a path-dependent manner. Although there are some core similarities in rule types (e.g., as to offering and investment limits), there is a lot of variation beyond those fundamental similarities. Whether the crowdfunding regulations adopted in various jurisdictions adequately protect investors while, at the same time, promote capital formation through crowdfunding remains to be seen. Experience should give regulators enough information about crowdfunding investors and their risk profiles to enable a more accurate calibration of investor protection mechanisms. If crowdfunding business practices and regulations become more consistent across jurisdictions, investor protection rules may then begin to converge.

Third-party platforms, intermediaries in the financing proposition offered by crowdfunding, assume various risks in undertaking that intermediation role, including the risk that legal actions may be brought against them by those seeking funding and the funders they attract. This litigation risk undoubtedly affects the terms of the services provided by third-party platforms, including platform terms of use and the pricing of platform services. Moreover, the reputation of a platform may impact and be impacted by litigation risk.Untangling these factors and assessing their interaction will involve multiple studies over an extended period of time. This paper begins that process by identifying platform litigation risks (using U.S. law as a key reference point) and specific nonfinancial terms of platform hosting arrangements relating to litigation risk. Preliminary, anecdotal observations are made about the effects of litigation risk on the pricing of platform services and platform reputation. In later work, it is anticipated that empirical observations also could be made about certain elements of the relative cost of platform services and platform reputation.

Conceptions of publicness and privateness have been central to U.S. federal securities regulation since its inception. The regulatory boundary between public offerings and private placement transactions is a basic building block among the varied legal aspects of corporate finance. Along the same lines, the distinction between public companies and private companies is fundamental to U.S. federal securities regulation.The CROWDFUND Act, Title III of the JOBS Act, adds a new exemption from registration to the the Securities Act of 1933. In the process, the CROWDFUND Act also creates a new type of financial intermediary regulated under the Securities Exchange Act of 1934 and amends the 1934 Act in other ways. Important among these additional changes is a provision exempting holders of securities sold in crowdfunded offerings from the calculation of shareholders that requires securities issuers to become reporting companies under the 1934 Act.This article attempts to shed more light on the way in which the CROWDFUND Act, as yet unimplemented (due to a delay in necessary SEC rulemaking), interacts with public offering status under the 1933 Act and public company status under the 1934 Act. Using the analytical framework offered by Don Langevoort and Bob Thompson, along with insights provided in Hillary Sale''s work, the article briefly explores how the CROWDFUND Act impacts and is impacted by the public/private divide in U.S. securities regulation. The article also offers related broad-based observations about U.S. securities regulation at the public/private divide.

I focus in this Article on a particular way to assess student learning in a Business Associations course. Those of us involved in legal education for the past few years know that “assessment” has been a buzzword...or a bugaboo...or both. The American Bar Association (ABA) has focused law schools on assessment (institutional and pedagogical), and that focus is not, in my view, misplaced. Until relatively recently, much of student assessment in law school doctrinal courses was rote behavior, seemingly driven by heuristics and resulting in something constituting (or at least resembling) information cascades or other herding behaviors.In the fall of 2011, I began offering an oral midterm examination to students in my Business Associations course as an additional assessment tool. This Article explains why I started (and have continued) down that path, how I designed that examination, and what I have learned by using this assessment method for three years. Although some (probably most) will not want to do in their Business Associations courses exactly what I have done in mine (as to the midterm examination or any other aspects of the course described in this Article), I am providing this information to give readers ideas for, or courage to make positive changes in, their own teaching (for a course on business associations or anything else).

A mentally ill man''s erratic behavior provokes his violent arrest--and a broken jaw. Is it police brutality or self-harm?

Issues relating to fundamental changes in LLCs -- matters such as amendments to organizational documents, mergers, conversions, domestications, and dissolutions -- have received little consideration in the law literature. While they are regular occurrences in the lifecycle of a firm, they are not in front of an LLC''s management or legal counsel every day. Having said that, they are critically important aspects of the law governing LLCs, especially in transformative times. This draft book chapter, written for the forthcoming Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations (Robert W. Hillman & Mark J. Loewenstein eds., Edward Elgar Publishing, forthcoming 2015), reviews the current state of fundamental change doctrine in the LLC form in the United States, collects and describes key observations on the current (and continually evolving) U.S. laws governing these important transactions, and draws related summary conclusions.

This article focuses on disclosure regulation in a specific context: securities crowdfunding (also known as crowdfund investing or investment crowdfunding). The intended primary audience for disclosures made in the crowdfund investing setting is the “crowd,” an ill-defined group of potential and actual investors in securities offered and sold through crowdfunding. Securities crowdfunding, for purposes of this article, refers to an offering of securities made over the Internet to a broad-based, unstructured group of investors who are not qualified by geography, financial wherewithal, access to information, investment experience or acumen, or any other criterion.To assess disclosure to and for the crowd, this short symposium piece proceeds in three principal parts before concluding. First, the article briefly describes securities crowdfunding and the related disclosure and regulatory environments. Next, the article summarizes basic principles from scholarly literature on the nature of investment crowds. This literature outlines two principal ways in which the behavioral psychology of crowds interacts with securities markets. On the one hand, crowds can be “mad” -- irrational, foolish, and even stupid. On the other hand, crowds can be “wise” -- rational, sensible, and intelligent. After outlining these two strains in the literature on the behavioral attributes of crowds, the article assesses the possible implications of that body of literature for the regulation of disclosure in the securities-crowdfunding setting. The work concludes by asserting that, when considering and designing disclosure to and for the securities-crowdfunding crowd, the insights from this behavioral literature should be taken into account.

Is the principal of a securities trading firm able to remain ignorant about the source of information used in trading on the principal''s behalf and avoid liability for insider trading under U.S. law? This short essay explores that question using the SAC Capital Advisors, L.P. and Steven Cohen as an example case, reflecting on the law established by the Supreme Court in its opinion in Dirks v. SEC in light of both the Second Circuit opinion in SEC v. Obus and changes, occasioned by Regulation FD, in the nature of securities analysts'' work and the overall information entrepreneurialism of market intermediaries. Ultimately, issues identified in this context afford us the opportunity to take another look at U.S. insider trading law as a matter of policy.

Many nations ostensibly use (or at least credit) U.S. insider trading doctrine under Rule 10b-5 as the model for their own regulation of insider trading. This phenomenon has occurred in part because of historical and political factors and in part because the United States is seen as (and has wielded regulatory power as) a market leader -- an early adopter of regulation with both (a) a well established supervisory and policy-oriented regulatory and enforcement agency and (b) a well developed, disaggregated, public securities market. As a result, the laws of many countries now prohibit identified classes of persons from trading while in possession of material nonpublic information, the central focus of insider trading regulation under Rule 10b-5. Yet, despite seemingly convergent beginnings and a general agreement on the nature of the regulated conduct, operative insider trading principles in the United States (as a rule originator) have evolved to protect different interests and regulate different specific market activities than insider trading rules in other countries. With the foregoing in mind, this working paper describes the common roots and divergent developmental paths of insider trading rules in the United States, Japan, and Germany and endeavors to place them in a meaningful international legal, political, economic, and social context.

The advent of crowdfunding (and crowdfund investing, in particular) has put strain on business lawyering. This paper identifies and comments on professional responsibility and professionalism issues in the current rapidly changing business finance and regulatory environment -- an environment in which crowdfunded businesses and projects have become a reality. Traps for the unwary exist in a number of areas ranging from the unlicensed practice of law, through matters of competence and diligence, to compliance with a lawyer''s public duties. By appreciating these issues and being attentive to these observations, legal counsel should be better able to engage in productive, valued, ethical lawyering in the crowdfunding era and beyond.

The CROWDFUND Act, part of the JOBS Act signed into law in the United States in April 2012, provides for a new registered securities intermediary known as a funding portal. Funding portals or registered brokers must participate in crowdfunded offerings of securities conducted in accordance with the new federal offering registration exemption created in the CROWDFUND Act. Although regulations are forthcoming that will further illuminate the structure and function of funding portals, the CROWDFUND Act itself offers some insights into the role of funding portals in securities crowdfunding and allows for preliminary observations about legal issues inherent in funding portal status. This paper makes those observations and highlights areas of potential regulatory concern after labeling funding portals using existing terminology and locating funding portals in recognized taxonomies of securities intermediaries.

This article suggests the use of program evaluation -- a branch of social science research designed to assess organizations and their activities -- to analyze continued reform efforts at the Securities and Exchange Commission ("SEC") under Section 967 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Section 967 compelled the SEC to retain an independent consultant to evaluate and issue a report on its structure and operations and mandated that the SEC engage in post-study reporting to Congress over a two-year period on its implementation of resulting reforms. The article concludes that program evaluation techniques are useful in this context and identifies, based on program evaluation literature, both positive and negative aspects of the study and reporting required under Section 967.