Brian Leiter's Law School Reports

What if the federal loans for legal education become harder to get?

It seems inevitable.

And now Michigan posts its employment stats...

...in more or less the Yale/Chicago format.  One thing surprising here is that Michigan has salary data on only a bit more than half of the class of 2010, which seems rather low.

CORRECTION:  A colleague at Michigan tells me that Michigan has posted employment stats in this format for a number of years.

NYU Joins the Fray and Posts Detailed Employment Data

Here.  The big jump in 2010 in graduates allegedly "not seeking employment" is a bit odd. 

Duncan Law School & The New York Times

Duncan Law School, which was recently featured in a NYT article criticizing the role of the ABA as a law school regulator,  is now suing the ABA for denying it provisional accreditation.  I have further thoughts on the role of the Times as content creator and content seller here.

In Memoriam: Jane Larson (1958-2011)

Alas, another untimely passing to report.  Professor Larson was Voss-Bascom Professor of Law at the University of Wisconsin, Madison, well-known for her work in feminist legal theory across a range of areas.  I will add links to memorial notices as they appear.

UPDATE:  The Wisconsin memorial notice is here.

In Memoriam: Larry Ribstein (1946-2011)

I'm very sorry to report, via Larry Solum, this shocking news.  At the time of his death, he held an endowed Chair at the University of Illinois College of Law, where he had taught since 2002.  He was well-known for his wide-ranging work on issues in corporate law and securities regulation.  I will post links to memorial notices when they appear.

UPDATE:  Professor Ribstein suffered a massive stroke yesterday, and passed away earlier today.

ANOTHER:  Several warm remembrances and tributes here (and scroll down).

AND ANOTHER:  The memorial notice from the University of Illinois College of Law.

Coffee v. Romano, Redux

With regard to the update to yesterday's post, Professor Romano (Yale) writes:

For the record, the copy of the paper that Jack Coffee distributed at the conference (the day of the conference by the way, and not in advance, in contrast to the other papers and what his statement might suggest), which is the only copy I have, is not the same as the one that he sent you. (Jack Coffee did not send me another copy as he states nor did I email him to request a copy: I emailed him when I returned home from the conference on Oct. 28 to say that, given that my work was the object of his critique, as I assumed that discussion would not be deleted in a future version, I was going to discuss his conference presentation in a paper I was writing on emergency legislation and sunsets, without quoting or citing the paper, although if it was okay with him I would quote or cite the paper, as the paper stated it should not be cited or quoted without the author’s permission; he responded that he would not insist that I not quote or refer to it, but that it would be much revised). The footnote numbered 1 on your blog just says, in my copy, “cite Ribstein, Bainbridge, Butler.” There is no footnote with the textual content of footnotes 1, 2 and 3 that you quote. And there is a second sentence that refers to “Professor Romano and her Tea Party allies” (although that sentence is not footnoted). In addition the text of the paragraph that you quote differs, apart from the first sentence and the second sentence up to “professors ,” saying nothing about the content of any one’s key themes or views (nor is that three-point description to be found in the draft I have), with the Tea Party reference as a throwaway line, but that difference is not important. I have no idea what Jack Coffee’s current draft says, but that is beside the point, because the paper that I saw was distributed at a conference attended by what I think was over 60 people, consisting of academics, practitioners, regulators, and members of the business and investment community. I don’t think the number of times or pages on which a label, which is widely considered insulting in academic circles, is used renders the use appropriate in serious work – it is designed to delegitimize an argument by attacking the credibility of the speaker rather than the merits of the argument. That is a textbook communications strategy (e.g., Severin & Tankard, Communication Theories, 5^th ed., p.139). I had and have no objection to his criticizing the merits of my arguments; I address those in my paper.

I thank Professor Romano for permission to post her comments, which I think are useful to include for the sake of completeness.  

ADDENDUM:  Professor Coffee asked that I post the following on his behalf, which I am happy to do:  "Given that we are at Christmass Eve, I would like to close off this dialogue by clearly expressing my view  that Professors Romano, Bainbridge and Ribstein are all highly creative and original scholars (with whom I sometimes, but not always, disagree strongly).  Professor Romano is quite correct that my Cornell paper  as of the conference date had many incomplete or missing footnotes.  To that charge, I do plead guilty.   Seasons Greetings to all."   I think that's an appropriate note on which to end, and I thank both Professors Coffee and Romano for weighing in.

Coffee v. Bainbridge, Ribstein, & Romano

Matt Bodie (Saint Louis) has amusing commentary on this tempest in a teapot.  And Professor Bainbridge has a good rejoinder with which, unsurprisingly, I basically agree.

UPDATE:  Professor Coffee kindly sent me his paper and wrote:

I do not read the blogs (which is only evidence of my antique status and not a rejection of them), but several friends have told me that I am featured today (to my total surprise) in a column on your blog and others. Apparently, I am accused of name calling, to which charge I plead not guilty (and have a counterclaim). The unpublished paper given by me was delivered at a Cornell Law Review symposium here in New York last month. Professor Romano was also a speaker and received a copy. At her request, I emailed her another copy the next day. You can determine whether I engaged in any name calling. She is referred to in the text at page 5, and Professors Bainbridge and Ribstein are referred to at page 7. I summarized their position -- fairly and analytically, I believe -- at page 7. I think what most disturbs Professor Romano is my claim that she lacks any serious theory to undergird her contentions. Indeed, in my view, she has inexplicably ignored the work of Mancur Olson, who long ago explained why reform legislation can only be adopted when large (but impotent) "latent groups" are activated by a political entrepreneur. Otherwise, as he demonstrated in The Logic of Collective Action, smaller but better organized special interest groups will dominate the legislative process and succeed at rent-seeking. Professor Romano has repeatedly argued that securities reform legislation is always misguided and should be curbed by a sunset rule. If you read Olson, you would conclude that there is no need for a sunset rule because the special interests will again dominate the legislative process once the revolutionary euphoria has subsided. Most of this article is about how both Sarbanes-Oxley and Dodd-Frank are being gradually clipped, trimmed, and gutted by such lobbying and legislation. The three authors who feel offended are discussed only on a page and a half. I will in due course respond to Professor Romano's new critique, but have to submit a casebook to Foundation Press by the end of this month. In any event, I also disapprove of name calling and feel that my comments are substantive rather than rhetorical. Professor Bainbridge's reference to Sergeant Schultz was in an oral exchange at an AALS conference where he also was on the panel and could reply. I propose that you let others judge whether this is name calling (and I had not even submitted it to SSRN because I was still considering some of the comments). The article is attached.

Here is the "offending" passage in question, which I think vindicates Professor Coffee's "not guilty" plea:

Professor Romano has her loyal allies.[1] Together, they comprise what might be called the “Tea Party Caucus” of corporate and securities law professors, and their key themes are:  (1) Congress should not legislate after a market crash, because the result will be a “Bubble Law” that crudely overregulates,[2] (2) state laws are superior to federal law in regulating corporate governance, because the states are restrained by the competitive pressure of the market for corporate charters; and (3) federal securities law should limit itself to disclosure (at most) and not attempt substantive regulation of corporate governance.[3] The underlying theory here comes very close to asserting that democracy is bad for corporate efficiency, and thus legislative inertia should be encouraged.

---

[1] See Stephen M. Bainbridge, THE COMPLETE GUIDE TO SARBANES-OXLEY:  UNDERSTANDING HOW SARBANES-OXLEY AFFECTS YOUR BUSINESS (2006); Henry N. Butler & Larry E. Ribstein, THE SARBANES-OXLEY DEBACLE:  WHAT WE’VE LEARNED; HOW TO FIX IT (2006); Stephen N. Bainbridge, Sarbanes-Oxley:  Legislating in Haste, Repenting in Leisure, 2 Corp. Governance L. Rev. 69 (2006);  Larry E. Ribstein, Sarbox:  The Road to Nirvana, 2004 Mich. St. L. Rev. 279 (2004); Larry E. Ribstein, Bubble Laws, 40 Hous. L. Rev. 77 (2003-2004); Larry E. Ribstein, International Implications of Sarbanes-Oxley:  Raising the Rent on U.S. Law, 3 J. Corp. L. Stud. 299 (2003); Larry E. Ribstein, Markets v. Regulatory Responses to Corporate Fraud:  A Critique of the Sarbanes-Oxley Act of 2002, 28 J. Corp. L. (2002-2003); Larry E. Ribstein, Sarbanes-Oxley After Three Years, 2005 N.Z.L. Rev. 365 (2005).

            Although these authors do not tire of criticizing SOX, they have not convinced others. Reviewing the same economic evidence, Professor John C. Coates finds it harder to balance the costs and benefits of SOX and generally takes a more balanced position. John C. Coates, The Goals and Promises of the Sarbanes-Oxley Act, 21 J. Econ. Perspectives 91 (2007). Viewing SOX in a less economic light, Professor Donald Langevoort sees SOX as reflecting a shift by Congress from an exclusively contractarian perspective to a more trust-based conception of the corporation. See Donald Langevoort, The Social Construction of Sarbanes-Oxley, 105 Mich. L. Rev. 1817, 1828-1833 (2007).

[2] Both Professors Bainbridge and Ribstein regularly use the term “Bubble Law” to refer to federal legislation adopted in the wake of a crash that tends to displace state corporate law. See Ribstein, Bubble Laws, supra note 13, and Bainbridge, Dodd-Frank:  Quack Corporate Governance Round II, 95 Minn. L. Rev. 1779 (2011).

[3] Professor Romano has argued that the federal securities laws had historically avoided substantive regulation of corporate behavior, staying safely “within a disclosure regime.” See Roberta Romano, Does the Sarbanes-Oxley Act Have a Future?, 26 Yale J. on Reg. 229, 231 (2009). The distinctive failure of SOX in her view “is its break with the historic federal regulatory approach of requiring disclosure and leaving substantive governance rules to the states’ corporation codes.” Id. at 232. This is a dubious historical generalization. Although the Securities Act of 1933 and the Securities Exchange Act of 1934 do utilize disclosure as their preferred tool, the federal securities laws have frequently regulated substantive corporate conduct and governance. At the time, the most controversial federal securities statute of the 1930s was the Public Utility Holding Company Act of 1935, which imposed a “death sentence” on public utility pyramids and holding company structures – clearly an example of aggressive substantive regulation. See J. Seligman, supra note 2, at 122-23 (describing the Public Utility Holding Company Act as “the most radical reform measure of the Roosevelt Administration”). Similarly, the Investment Company Act of 1940 regulates the board structure of investment companies; initially, it required a minimum 40% of each investment company’s board be composed of disinterested directors (Id. at 228-229), and it also compels them to hold a diversified portfolio and not sell securities “short” – again substantive regulation. More recently, the Foreign Corrupt Practices Act required stronger internal controls over financial reporting (as Professor Romano acknowledges). See Romano, supra, at 231. Thus, SOX was hardly a break with a past in which the federal securities laws only required full disclosure.

The paper argues against their position.  "Tempest in a teapot" indeed!

Demleitner Named Dean of Washington & Lee

Washington & Lee School of Law announced today that Nora Demleitner will be taking over as the school's new dean this coming July.  Demleiter, a highly respected criminal law scholar,  is currently the dean of Hofstra School of Law.  She is a graduate of Yale Law School and clerked for then-Judge Alito on the Third Circuit.  In 1994, she began teaching at St. Mary's School of Law in Texas and in 2001 moved to Hofstra.  She has been dean since 2008.  

More Employment Statistics

This time from UVA.  (Thanks to Robert Mooney for the pointer.)  One interesting feature of this data is the fact that 10% of the Class of 2010 was employed in public interest fellowships paid for by the Law School.  I wouldn't infer that all of those folks would have otherwise been unemployed, but some probably would have been.  On the other hand, getting this kind of practice experience is surely better than the alternative.