Blogging and Scholarship (More Self-Promotion)

The ContractsProf Blog maybe a gateway drug that can lead to serious scholarship.  As depicted atleft, it may have all started with an innocent conversation at Woodstock aboutcontract law, party sophistication and the new formalism, and the next thing you know, you are writing lawreview articles.  The ContractsProf Blog has been cited to by name as authority in five such articles since 2008.

But here‘swhere it gets really bizarre: a while back, I posted a Limerickon this blog about one of my favorite business associations cases, Lovenheimv. Iroquois Brands, Ltd.  Some months later, I received a brief e-mailsaying “loved the Limerick.”  The sender was Peter Lovenheim. After a bit of research, I discovered that this Lovenheim was the Lovenheim,and I e-mailed back asking if he had any war stories to share.  We got intouch, and the result is a law review article,Is the Quest for Corporate Responsibility a Wild Goose Chase? The Storyof Lovenheim v. Iroquois Brands, Ltd.  Like mostlaw review articles in the Law Stories tradition, it is a piece that shouldilluminate aspects of the case that do not make it into the casebooks.

Here is the abstract.

Lovenheimv. Iroquois Brands, Ltd. is not only a standard teaching case in corporate lawcourses, it is routinely cited by the Securities and Exchange Commission (SEC)in response to corporations seeking to exclude shareholder proposals from proxymaterials on the ground that the proposals are not significantly related to thecorporations’ businesses. Despite the case’s prominence, its story has not beentold in detail. That is a shame because the details of the case are assurprising as its outcome must have been when the court granted Peter Lovenheimthe injunction he sought, forcing Iroquois Brands to include in its proxymaterials Lovenheim’s proposal calling for an investigation into whether Iroquois’French supplier of pâté de foie gras force-fed the geese whose livers theylater harvested.

ThisArticle explores the law of shareholder proposals and the reasons why the SECand the courts permit proposals relating to social or ethical issues (socialproposals) so long as those issues relate to the corporation’s business. Aftera history of the relevant SEC regulations and their fates in the courts, theArticle presents the complete narrative of the Lovenheim case, providingdetails that are not captured in the decision or in the limited secondaryliterature relating to the case. Finally, the Article explores the legallandscape in the aftermath of Lovenheim. It explains why the case has remainedgood law in the 25 years since the case was decided and why corporations arenot motivated to pressure the SEC to limit shareholders’ rights to bring socialproposals.

You can download the paper here.

[Jeremy Telman]