Today we're featuring one of the most recent additions to our repository with Professor Charles K. Whitehead's January 2014 article "Lawyers and Fools: Lawyer-Directors in Public Corporations" appearing in the Georgetown Law Review and co-authored with Lubomir P. Litov and Simone M. Sepe of the University of Arizona.

From the abstract:

The accepted wisdom—that a lawyer who becomes a corporate director has a fool for a client—is outdated. The benefits of lawyer-directors in today’s world significantly outweigh the costs. Beyond monitoring, they help manage litigation and regulation, as well as structure compensation to align CEO and shareholder interests. The results have been an average 9.5% increase in firm value and an almost doubling in the percentage of public companies with lawyer-directors.

This Article is the first to analyze the rise of lawyer-directors. It makes a variety of other empirical contributions, each of which is statistically significant and large in magnitude. First, it explains why the number of lawyer-directors has increased. Among other reasons, businesses subject to greater litigation and regulation as well as firms with significant intangible assets, such as patents, value a lawyer-director’s expertise. Second, this Article describes the impact of lawyer-directors on corporate monitoring. Among other results, it shows that lawyer-directors are more likely to favor a board structure and takeover defenses that potentially reduce shareholder value—balanced, however, by the benefits of lawyer-directors, such as the valuable advice they can provide. Finally, this Article analyzes the significant reduction in risk-taking and the increase in firm value that results from having a lawyer on the board.

Our findings fly in the face of requirements that focus on director independence. Our results show that board composition—and the training, skills, and experience that directors bring to managing a business—can be at least as valuable to the firm and its shareholders.

For more on the latest scholarly articles from Professor Whitehead and the rest of the law school faculty visit the repository at Scholarship@Cornell Law.

If you’re studying, working on, or interested in foreign and international business, labor, or regulatory matters, you should be familiar with Getting the Deal Through (GTDT).  Purchased by the Cornell Law Library, and available for use by the entire Cornell community, GTDT is a current awareness service that provides guides to law and regulations in 48 practice areas and more than 150 countries worldwide.

GTDT's current awareness guides address numerous questions about law and regulation in countries around the world.  For example, in the new guide Foreign Investment Review 2012, some of the questions answered are:

  1. What, in general terms, are your government’s policies and practices regarding oversight and review of foreign investment?
  2. What are the main laws that directly or indirectly regulate acquisitions and investments by foreign nationals on the basis of the national interest?
  3. How is a foreign investor or foreign investment defined in the applicable law?
  4. Are there special rules for investments made by foreign state-owned enterprises (SOEs) and sovereign wealth funds (SWFs)? How is an SOE or SWF defined?

These questions, and 19 more, are answered for each of 26 jurisdictions worldwide.   GTDT also recently added 2012 guides to telecom, gas regulation, banking regulation, mergers and acquisitions, labor and employment, anti-corruption regulation, and merger control.

Cornell students, faculty, and staff may access GTDT here or through the Cornell University Library Catalog.

The online resource Getting the Deal Through provides summaries of the laws of many countries on business-related topics (called “Practice Areas”) such as banking regulation, the environment, shipping, mergers & acquisitions, and product liability. The summaries, which are written by practicing attorneys throughout the world, are organized in a Q&A format. Getting the Deal Through has summaries for more than 40 practice areas and 100 jurisdictions, although not every jurisdiction is covered for each practice area. Material is up to date within the past year or so. Summaries for a practice area/jurisdiction (e.g. banking regulation in Argentina) can be downloaded in PDF. You can create a custom report by selecting only the countries and questions that interest you. To get to the database, do a title search in the Cornell Library catalog for “Getting the Deal Through” OR use the link on the Law Library’s Online Legal Resources page for Corporate & Securities.

This week you received a Bloomberg Law password via email. What is Bloomberg Law? It is a database that allows you to search for primary law, as well as news and company information. One of the major benefits from using B-Law is that you can keep your password and continue to use it over the summer. Our Bloomberg Law rep is Pamela Haahr. She will be here on Wednesday and Thursday, Oct. 5th and 6th, to distribute information and answer your questions about this service. She will be set up at the table outside the Reading Room (in the 3rd floor stacks area) from 10am to 5pm. Feel free to stop by and get a short demo of this alternative to Lexis and Westlaw.

Bloomberg Law logoIf you are a 2L or a 3L and want to have access to one of the premier databases for company information and news, in addition to legal information, stop by Alcove 43 in the Reading Room on Monday, Feb. 7 and meet with our Bloomberg representative.  Pamela Haahr will be handing out passwords and providing individual instruction on how to use Bloomberg Law.  2Ls will be able to take Bloomberg Law with them to their summer employment because their passwords will remain active over the summer, unlike Lexis and Westlaw passwords.  Pamela will also have “give-aways” for interested students.

Getting the Deal ThroughWant to know about corporate governance in Russia? Or copyright in Italy? Use our new database called Getting the Deal Through. The database is an online version of a series of books dealing with business issues in 43 areas of law, such as e-commerce, anti-corruption regulation, product liability and securities. Information is conveyed in a Q&A format written by practitioners in each country. You can compare information on specific topics across 100 or so jurisdictions or browse all the Q&As on a topic in your selected jurisdiction. The Q&As are written in a straightforward style which makes this comparative law resource an easy read. You can find “Getting the Deal Through” in the Corporate and Securities link in our collection of Online Legal Resources.

PLC LogoWe are excited to inform you about a new online resource available for law students interested in transactional work: Practical Law Company.  PLC gives plain English guidance on transactional practice in corporations, securities, and finance.  This resource is a real world complement to your business law courses.  PLC gives you succinct overviews of practice areas, provides model documents and checklists, and updates you on the current transactional landscape.  The service is free for law students.  All you have to do is register at PLC's Web site for your username and password.  The service is a great way to prepare for summer jobs.  There is an Interview Survival Guide and a Summer Associate Survival Guide designed to quickly bring you up to speed.  PLC is a subscription service for law firms and legal departments and is used by Baker & McKenzie, Shell International Limited, and Barclays Bank PLC, among others.  PLC could give you an edge.

Bloomberg Law logo

Bloomberg L.P.,, a provider of real-time business news and intelligence for more than twenty-five years, is launching a new legal research platform called Bloomberg Law (makes sense--the name I mean) to compete with Lexis and Westlaw. I have test driven Bloomberg Law, and it has some nice features, including the ability to take notes on a case and save them indefinitely and the ability to collaborate with other researchers within the system. Bloomberg Law provides access to Bloomberg Law Reports, Bloomberg Law Digest, keyword searching, a legal citator/updater, and points of law summaries. Company and market information are also available, just as you would expect from Bloomberg. The system is operational, but it is still a work in progress; you may encounter a bug or two.

If you plan on performing business or business law research in the near future, I recommend you try out Bloomberg Law. Even if you aren't involved in business, you are welcome to use Bloomberg Law and see what this system offers you. Law school is the best time to become familiar with as many research tools as possible.

If you would like a Bloomberg password, please contact your legal research instructor, Research Attorney Jean Callihan, or visit the research desk in the Reading Room during reference hours.

We also have a Bloomberg terminal available to students in the Reading Room. Contact the research desk for help.

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