April 13, 2017
As Tulane Law’s newest Gamm Faculty Scholar, Professor Ann Lipton hosted scholars from across the United States for an April 1 conference on federal and state corporate regulation.
Visiting Professor Nicholas Almendares offers feedback during the conference on corporate regulation. Other participants include Alan Stone (L ’87), a Milbank, Tweed, Hadley & McCloy partner in New York, who stayed on for the event after the Tulane Corporate Law Institute.
A government contractor. A kickback scheme. Fraud charges. Millions of dollars invested for public employees’ retirement funds at stake.
Though it sounds full of fiscal intrigue, the case of Leidos v. Indiana Public Retirement System didn’t get widespread attention on March 27 when the U.S. Supreme Court added it to the argument list for fall 2017. But it was big news for Tulane Law Professor Ann Lipton, the Michael Fleishman Associate Professor in Business Law & Entrepreneurship, who had just written a paper discussing the very issue the dispute raises: When can shareholders sue a company for failing to disclose potentially detrimental information in shareholder reports to the Securities and Exchange Commission?
The court’s timing also provided fortuitous: Lipton’s paper is set for publication in the Fordham Law Review and was due to be featured at an April 1 Tulane University Law School conference on corporate regulation in the age of Trump.
SEE A CONFERENCE PHOTO ALBUM.
Gordon Gamm (L ’70) of Colorado created the faculty scholar award to promote the work of early-career professors.
But the timeliness of Lipton’s scholarship is no accident. She’s at the forefront of exploring ways that courts and regulations can improve the way corporations operate, bringing her experience working at the Securities and Exchange Commission and in representing shareholders against major companies into her research and the classroom. For her talent as a young scholar, Lipton was named Tulane’s newest Gordon Gamm Faculty Scholar, and she used the award to organize the April 1 conference.
Coming as lagniappe (a Louisiana bonus) to the Tulane Corporate Law Institute, a gathering of power-players in the deal-making industry, the conference on “Navigating Federalism in Corporate and Securities Law” drew top scholars from across the United States to tackle a range of problems, including:
Can we curb corporate political spending without passing a constitutional amendment?
If a small number of investment funds control large interests in major U.S. airlines, does that hurt travelers by driving up the cost of flying?
And why should Delaware get to dictate corporate law for the rest of the country?
Lipton’s goal was to promote discussion about allocating regulatory responsibility between the state and federal governments, especially at a time when regulations in many realms “seem to be falling out of favor,” she said.
“This is about power,” Lipton said. “The law allows corporations to amass great amounts of wealth. The question is, who gets to control how that wealth is deployed?”
Her own paper proposes changes that would make courts less skeptical of investors’ suits concerning the quality of corporate governance, as when companies omit information about internal misconduct from their SEC disclosure reports, as happened in the Leidos case.
“Because in today’s deregulatory climate the ability of investors to constrain corporate behavior may become critical, the issue takes on a particular urgency,” she argues.
Tulane Law alumnus Gordon Gamm (L ’70), a successful trial lawyer now living in Boulder, Colorado, was among the conference participants who engaged in the freewheeling discussions. Gamm (L ’70) and his wife, Grace, created the faculty scholar award in 2014 to promote the work of early-career Tulane Law professors.
Lipton, a graduate of Stanford University and Harvard Law School, clerked for U.S. Supreme Court Justice David Souter in 2001-02 after clerking for Judge Edward Becker when he was chief of the 3rd U.S. Circuit Court of Appeals in Philadelphia. She joined the Tulane Law faculty in 2015 after two years teaching at Duke University School of Law. She also teaches courses through Tulane University’s Murphy Institute, a multidisciplinary center that supports academic programs in political economy, ethics and public policy.
Her work has been published in the Georgetown Law Journal, Washington University Law Review, Arizona Law Review and the Duke Journal of Constitutional Law & Public Policy. She also blogs regularly for the Business Law Prof Blog.