CFP – Feminist Judgments: Rewritten Corporate Law

DEADLINE: Friday November 1, 2019

The U.S. Feminist Judgments Project seeks contributors of rewritten judicial opinions and private contracts, and commentaries on rewritten opinions and contracts, for an edited collection tentatively titled Feminist Judgments: Rewritten Corporate Law.  This edited volume is part of a collaboration among law professors and others to rewrite, from a feminist perspective, key judicial decisions in the United States.  The initial volume, Feminist Judgments: Rewritten Opinions of the United States Supreme Court, edited by Kathryn M. Stanchi, Linda L. Berger, and Bridget J. Crawford, was published in 2016 by Cambridge University Press.  Cambridge University Press has approved a series of Feminist Judgments books. In 2017, Cambridge University Press published the tax volume titled Feminist Judgments: Rewritten Tax Opinions. Other volumes in the pipeline include rewritten opinions in the areas of reproductive justice, family law, torts, employment discrimination, trusts and estates, health law, and property law. More information about the project can be found here.

Corporate law volume editors are Anne Choike, Usha R. Rodrigues and Kelli Alces Williams. The corporate law volume’s advisory panel is comprised of Alina Ball; Lisa Fairfax; Theresa Gabaldon; Joan MacLeod Heminway; Kristin Johnson; Elizabeth Pollman; Poonam Puri; Darren Rosenblum; Cindy Schipani; Kellye Testy; Cheryl Wade; and Cindy Williams.

With the guidance of the advisory panel, the editors have selected cases that have not appeared in other Feminist Judgments volumes, doctrinally significant cases, and cases that raise issues of particular salience to women’s lives.  This volume also seeks to include a rewritten “contract,” given corporate law’s emphasis upon default law and the precedent-setting power of privately negotiated arrangements. Potential authors are welcome to suggest other opinions or contracts that they would like to address, but the overall number of cases and contracts finally included in the volume must remain limited.

Interested prospective contributors should submit a proposal to either: 1) rewrite an opinion or contract (subject to a 10,000 word limit), or 2) comment on a rewritten opinion (4,000 word limit).  Rewritten opinions may be majority opinions, concurrences, dissents, or private contracts.

Authors of rewritten opinions or contracts will be bound by the law and precedent in effect at the time of the original decision.  Commentators will explain the original court decision or contract and its context, how the feminist opinion or contract differs from the original, and the impact that the rewritten feminist opinion or contract might have made.  The volume editors conceive of feminism as a broad movement and welcome proposals that bring into focus intersectional concerns beyond gender, such as race, class, disability, gender identity, age, sexual orientation, national origin, and immigration status.

To facilitate collaboration among contributors across the entire volume, the editors tentatively plan to host a gathering at the Law & Society Annual Meeting on May 28 – 31, 2020 in Denver, Colorado.  All contributors are invited, but not required, to participate in the workshop. Contributors attending the gathering must cover their own travel, lodging and meal expenses.

The editors will notify accepted authors and commentators by Saturday, November 30, 2019. Abstracts of rewritten opinions or contracts will be due on April 30, 2020 for circulation to fellow authors. Abstracts of commentaries will be due on May 15, 2020 for circulation to fellow authors. First drafts of rewritten opinions will be due on Wednesday, July 15, 2020. First drafts of commentaries will be due on Tuesday, September 15, 2020. The target date for submission of the completed, compiled manuscript for publication is February 2021.

To submit a proposal for rewriting an opinion or contract or providing commentary, please e-mail the following information to the volume co-editors, Anne Choike, anne.choike@wayne.edu, Usha R. Rodrigues, rodrig@uga.edu, and Kelli Alces Williams, kalces@law.fsu.edu by Friday, November 1, 2019:

1. Your CV, your areas of corporate law interest or expertise, and why you are interested in and well suited to participate in this project. The Feminist Judgments Project and the Corporate Law volume editors are committed to including authors from diverse backgrounds. If you feel an aspect of your personal identity is important to your participation, please feel free to include that in your expression of interest.
2. Your top two or three preferences of cases or contracts to write about from the list below. Alternatively, if you have another case or contract that you feel strongly should be included instead of one of the selected cases or contracts and that you would like to write about, provide a summary of the case or contract (no more than 250 words), a copy of the full text of the case or contract, and a brief summary (no more than 250 words) of the reasons that you think it should be included. Contributors who wish to co-author a rewritten opinion, rewritten contract or commentary, or work together on a rewritten opinion or contract and the commentary thereupon, are welcome to indicate that in the application.
3. Your preference for contributing a rewritten opinion or contract, or a commentary.
4. Any time constraints and other obligations that may impact your ability to meet the submission deadlines.
5. Your willingness and ability to attend the tentatively planned gathering at the Law & Society Annual Meeting in Denver, Colorado in May 2020. Selection of contributors does not depend on their ability or willingness to attend this gathering.

This list of cases and contracts that the editors have selected for consideration to be included in the volume Feminist Judgments: Rewritten Corporate Law Opinions, is as follows:

Legal Personality, Identity, and Limited Liability of Corporate Entities:

1. Citizens United (rights of corporate “persons” and nature of corporate personality)
2. Walkovszky v. Carlton (limited liability/veil piercing)

Role and Purpose of the Corporation and Corporate Combinations in Society

3. Dodge v. Ford (shareholder primacy)
4. Merriam v. Demoulas Super Mkts. (stakeholder responsibility in family-owned business)
5. Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc. (directors’ duty to maximize share price in corporate takeover)

Fiduciary Duties in Corporate Governance

6. Meinhard v. Salmon (duty of loyalty)
7. Smith v. Van Gorkom (duty of care and business judgment rule)
8. Francis v. United Jersey Bank (duty of care to understand business)
9. In re Walt Disney Derivative Litigation (duty of care regarding executive compensation)
10. Harvey Weinstein Employment Agreement (duty of care to monitor compliance)

Closely Held Businesses and Other Considerations Regarding the Composition of Boards, Management, and Owners

11. Ringling Bros.–Barnum & Bailey Combined Shows, Inc. v. Ringling (dispute over board seats)
12. Beam ex rel. Martha Stewart Living Omnimedia, Inc. v. Stewart (legitimacy of board member personal relationships)
13. Donohue v. Rodd Electrotype (close corporations and minority shareholder oppression)

Protecting Vulnerable Investors and Potential Investors in Corporations

14. Jordan v. Duff & Phelps (duty to disclose material information)
15. SEC v. Howey (definition of investment contract)
16. US v. Chestman (culpability for insider trading based on personal relationships)