Academic

Just a reminder that the Fourth Annual Conglomerate Junior Scholars Workshop begins a week from today, Monday, July 28, 2008.  For those of you looking for good reading material this week, here are the SSRN links and abstracts for the two papers up for bids next week:

Brian Broughman, The Role of Independent Directors in VC-Backed Firms:

This paper seeks to explain the widespread use of independent directors in the governance of VC-backed firms, and in particular their use as "tie-breakers" on the boards of these firms. I show that allocating a tie-breaking vote to an unbiased "arbiter" can reduce the opportunism that would result if either the VCs or the entrepreneur were to control the board. Consistent with my theory, data from Silicon Valley startups illustrate several mechanisms entrepreneurs and VCs use to select an unbiased independent director. I conclude by considering implications for corporate law and fiduciary obligations in VC-backed firms.

Ethan J. Leib, Friends as Fiduciaries:

The Article argues that the law of fiduciary duties provides a good framework for friends to understand their duties to one another better, gives courts a useful set of rhetorical and analytical tools to employ when they are forced to entertain disputes that arise between close friends, and, finally, can help direct courts to furnish betrayed friends certain kinds of remedies that are most appropriate for achieving justice within that dispute context. This is not the first Article to make an effort to expand the reach of the fiduciary concept into new sorts of relationships that are not always considered within the ambit of fiduciary duty law. But the case for thinking of friends as fiduciaries is exceedingly persuasive and underappreciated, both in the law and in our lives

The three papers to be featured in the following weeks are also available on SSRN:

Heather Field, Checking in on Check-the-Box

James Park, Assessing Materiality of Financial Misstatements

Minor Myers, The Decisions of Corporate Special Litigation Committees:  An Empirical Investigation