Most Popular Books by Joan MacLeod

What would the world look like if a public company officer or director, recognizing the value inherent in material nonpublic firm information and intending to benefit people of limited means, gave this valuable information to those less fortunate without the knowledge or consent of the firm and without any expectation of benefit in return? How, if at all, do we desire to regulate that behavior? The officer or director apparently would be in breach of his or her fiduciary duty absent a valid, binding, and enforceable agreement to the contrary. Does that conduct also, however, violate U.S. federal insider trading rules? Should it? This article offers answers to those questions.Many (if not most) market observers, including some familiar with U.S. insider trading regulation, would classify the conduct of the officer or director, as tipper, as unlawful under insider trading rules. Yet, a strict doctrinal analysis under Section 10(b) of, and Rule 10b-5 under, the Securities Exchange Act of 1934 calls that classification into doubt. This article not only offers an analysis of the posited altruistic gift-to-strangers scenario under existing federal insider trading law, but also presents doctrinal and normative approaches to the insider trading liability question that yield results consonant with the likely majoritarian conclusion that the tipping insider has committed an insider trading violation under Section 10(b) and Rule 10b-5.

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.

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.

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.

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.

This is a book of recommendations on blood pressure measurement written by a working party of the British Hypertension Society. It aims to standardize a technique that is open to many errors. of blood pressure - the only commonly used scientific measurement in clinical practice. The authors deal with the problems associated with the observer and equipment, and outlines the correct technique.

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.

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.

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 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.

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.

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.

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.

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.

In his 2007 book lt;igt;No Seat at the Tablelt;/igt;, Professor Douglas Branson aptly describes how patterns of male dominance inherent in the legal structures of corporate governance reproduce themselves again and again to keep women out of executive suites and boardrooms, and then he offers a practical way to break this cycle of dominance-through paradigm shifting. A central value of Professor Branson's book derives from this thesis, as well as his use of nontraditional empirical data and interdisciplinary literature (in addition to more traditional decisional law and legal scholarship) to support the positions he takes. Moreover, lt;igt;No Seat at the Tablelt;/igt; is an invaluable resource because it collects in one volume varied research materials and related information at the intersection of women and corporate boards and because it offers further support for diversification of boards of directors as part of the overall effort to strengthen corporate governance practices and promote more productive, efficient, and trustworthy corporations.This review is designed to explore these strengths - and a few related weaknesses - in Professor Branson's approach. Specifically, the review highlights three key strengths of Professor Branson's work: his thorough and useful report of 2001 and 2005 proxy data from public company filings with the U.S. Securities and Exchange Commission, his account of the effects of tokenism in the boardroom, and his analysis of the obstacles women face in climbing the rungs to the top of the corporate ladder. The review then evaluates the strengths and weaknesses of his proposed paradigm shifting as an effective way to procure female advancement to executive ranks and board positions. Finally, the review examines the potential shortcomings of Professor Branson's observation and suggestion that the differences between men and women are inconsequential and should be minimized and, further, how these statements (when taken out of context) conflict with his efforts to keep women in the pipeline toward upper management.

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).