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One of the things that I hope to spend more time doing now that I have returned to the blogosphere is open-source article writing.  By that I mean blogging about an article idea and updating it as I progress.  Some say it’s a bad plan…people might steal your ideas, or maybe you expose yourself to the possibility of being wrong.  I don’t think it’s an issue, particularly if readers take my musings in the rough-and-tumble blogging spirit.  If you think I have interpreted a provision incorrectly, great. Email me and tell me why.  Better that you send me a case I missed than I learn about it after the article is published.

First some background. The National Securities Markets Improvement Act of 1996 amended The Securities Exchange Act of 1934,  the Securities Act of 1933 and the Investment Company Act of 1940 to provide the following new restrictions on SEC rule-making:

Whenever pursuant to this title the Commission is engaged in rulemaking, or in the review of a rule of a self-regulatory organization, and is required to consider or determine whether an action is necessary or appropriate in the public interest, the Commission shall also consider, in addition to the protection of investors, whether the action will promote efficiency, competition, and capital formation.

Investor protection, efficiency, competition, and capital formation.  Oh my.  In the interest of short-hand let’s call them the four guiding principles of securities regulation.  The recent proxy access case reminds us of the importance of the four principles, as the DC Circuit struck down a rule specifically authorized by Congress for failure to adequately consider the four principles.  David Zaring observes “It is worth noting that there is no explicit requirement that a cost-benefit analysis be done in the statute.”  Of course he is right.  The requirement is not explicit.  (Though, presidential executive orders have required even independent agencies to engage in cost-benefit analysis, but that’s a different question for another day).  I do however think that a natural reading of the “efficiency” principle invokes the same economic ideas on which the cost-benefit analysis branch of regulatory economics is based.

The problem I think is that despite the the importance of the four principles they are inadequately defined in the statute.  I included Apple Pie and Puppies in the title of this post because I actually think, given the uncertainty clouding the four principles, it wouldn’t really change court review to also require the Commission consider the effect of new rules on “apple pie production and puppy formation.”

I want to write an article that explores this problem and begins to think through building a comprehensive description of what is required by the four principles in SEC rule-making and review of SRO rulemaking.  Note, I don’t blame the DC Circuit for the remaining uncertainty.  Their job is to provide just enough analysis to decide the case.  It’s not their job to exhaustively resolve puzzles like these.  This is particularly true where the rule does a bad job of economic analysis.  For example, in the proxy access case the 400 page rule failed to even consider the principle objection to the rule that the conflicts posed by various institutional investors would damage share value.  So, the DC Circuit didn’t actually need to engage in much statutory interpretation of the four principles to decide the case.  I suppose untying the remaining knots is the ivory tower’s calling.

First I think you have to do some simple statutory interpretation.  I hate this exercise, and I get the feeling that appeals courts often share my malaise.  What do you do with unclear drafting?  How do you interpret operative language that uses synonyms.  What’s the difference between, for example, investor protection and capital formation?  I would think regulations that impose a net cost (benefit) on share values would both harm (help) investors and inhibit (promote) capital formation.  But the policy arguments over these terms suggest an inherent tradeoff between capital formation and investor protection, as though capital formation speaks to costs imposed solely on issuers.

My first step will be to head over to the Georgetown Law Library, which houses the entire legislative history of the ’33, ’34 and ’40 Acts.  Not as fun as going to the movies, but still a good way to escape the heatwave hitting DC.  The full transcripts of the Pecora hearings into the stock market crash of 1929 as well as legislative and committee debates over the 33′ and 34′ Acts rest on a dusty shelf in the deep dungeons of the law library.  Before the summer is over I plan to pore through the source text and try to get a better handle on what Congress had in mind when it considered the first of the four principles, investor protection, in the ’33, ’34 and ’40 Acts.  Then I think it would be worthwhile to review the Committee hearings and legislative history of the National Securities Markets Improvement Act of 1996 to understand the three relatively new constraints.

Then you have to consider what investor protection, efficiency, capital formation, and competition mean through the lens of the economic and financial literature.  For efficiency, are we talking about Kaldor-Hicks, Pareto, or something else?  Does it mean a cost-benefit analysis along the lines of what the Office of Information and Regulatory Affairs at the White House Office of Management and Budget would expect?  If so, that would incorporate a wide literature.  For example, we would need to decide what statistical value of human life the SEC would use, particularly where we start to debate capital formation in the life sciences or pharmaceutical sectors.  (And before you accuse me of being morbid, realize that most agencies have a number they use to value human life.)  The existing cases tend to show a respect for empirical literature, as where the DC Circuit focused on a lack of empirical support in both the proxy access case and its review of the independent mutual fund chairmen rule.  Does this mean stock price event studies of rule announcements?

And what about competition?  Correct me if I am wrong Josh, but I thought the FTC was the agency charged with overseeing competition.  Does this solely relate to SEC review of questions like exchange consolidation and brokerage pricing, or does it apply more broadly to disclosure rules under the 34′ Act?  Do we need more industrial economists in addition to the (relatively few) financial economists on the Commission staff?  The inclusion of competition in the four principles may have something to do with the fact that the FTC was originally intended to enforce the 33′ Act, and the 34′ Act subsequently created the SEC and gave it jurisdiction over the securities markets, so perhaps it was intended to clarify the SEC’s review of competitive effects of exchange consolidations, but it could also be read to apply much more broadly.

Then you get into complicating questions of  patchwork.  By that I mean Congress has sewn into the various Acts a complex web of permissive and mandatory authority to promulgate rules under successive amendments.  In some instances, they include mandatory rules that wouldn’t even remotely survive a review under the four guiding principles, no matter how you define them.  Then what do you do?  The proxy access case makes clear that when the SEC exercises permissive authority it is still bound by the four principles.  The SEC has taken the position that it is not bound by the four principles when it exercises mandatory authority, but as I have blogged before I think that position is misguided.  Where Congress gives a very broad stroke mandate to the SEC, as it has done under many of the Dodd-Frank authorizing provisions, the SEC effectively paints on an empty canvas.  They’re told to paint a picture of a duck, but they choose the brush, the colors and the frame.  I think to the extent that the SEC makes choices, it remains bound by the four principles.

There is an interesting twist on the four principles when it comes to the Division of Trading and Markets and SEC review of SRO rule-making designed to address speculation.  If it is true that one man’s trash is another man’s treasure, I think its safe to say that one man’s speculation is another man’s investment.  The same trading activity that some decry as speculation also can provide advantages in liquidity.  And it’s hard to know until the game is over whether a trade is speculative or truly insightful.  This has given rise to a sharp debate over regulation in this context.

As a Hayekian, I tend to believe the price system is best equipped to sort it out, but the 34′ Act doesn’t seem to agree with me.  Section 2 of the Securities Exchange Act of 1934 is titled “Necessity for Regulation” and provides a very succinct explanation of congressional intent with respect to the ’34 Act.  The word “Speculation” shows up in two paragraphs.

Paragraph 3 provides:

frequently the prices of securities on such exchanges and markets are susceptible to manipulation and control, and the dissemination of such prices gives rise to excessive speculation, resulting in sudden and unreasonable fluctuations in the prices of securities which (a) cause alternately unreasonable expansion and unreasonable contraction of the volume of credit available for trade, transportation, and industry in interstate commerce, (b) hinder the proper appraisal of the value of securities and thus prevent a fair calculation of taxes owing to the United States and to the several States by owners, buyers, and sellers of securities, and (c) prevent the fair valuation of collateral for bank loans and/or obstruct the effective operation of the national banking system and Federal Reserve System.

Paragraph 4 provides:

National emergencies, which produce widespread unemployment and the dislocation of trade, transportation, and industry, and which burden interstate commerce and adversely affect the general welfare, are precipitated, intensified, and prolonged by manipulation and sudden and unreasonable fluctuations of security prices and by excessive speculation on such exchanges and markets, and to meet such emergencies the Federal Government is put to such great expense as to burden the national credit.

Unfortunately, I think these paragraphs limit application of the four principles for rule-making in the context of exchange and broker oversight that has an anti-speculation focus.  The NSMIA doesn’t specifically amend that provision.  Perhaps one could argue that impliedly repeals these two paragraphs, but it could be a tough argument.  I know on short sales restrictions blog colleague Larry Ribstein has argued here, and blog neighbor Steve Bainbridge has argued here, that the Commission’s unreasonable suspicion of short sellers inhibits price discovery and liquidity.  These are great policy arguments that Commissioners should consider in voting on new rules, and that the Divisions should consider in drafting and interpreting rules, but I fear that Section 2 limits any potential for challenge under the APA to rules issued under the authority of the Division of Trading and Markets or in SRO review that are based on curbing what the Commission considers to be speculative activity.

If idle hands are the devil’s playground, hopefully this project will keep me busy for awhile.  Thoughts?

Despite the SEC’s groundbreaking defeat at the DC Circuit over the proxy access rules, on the grounds that it failed to adequately weigh the costs and benefits of the rule proposal, the SEC Chairman has decided that the Commission will not conduct a full cost-benefit analysis of rules mandated by the Dodd-Frank Act.  In a rule release issued this week, Commissioner Casey comments about that decision:

Lastly, I want to comment, as I have in prior releases, on the decision not to include a full cost-benefit analysis in the release. The prevailing position is that we need not conduct a cost-benefit analysis on those items mandated by Dodd-Frank itself, but instead that we may confine our cost-benefit analysis only to those provisions that we are proposing at our discretion. I should note that this approach is even more limited than it seems, because we do not even conduct cost-benefit analysis of the discretionary choices we make within mandatory rulemaking items.

I believe the general decision to avoid serious analysis of the total costs of the rulemaking is shortsighted and actually impairs the Commission’s ability to assess the merits of the rules we may propose and ultimately adopt. It is imperative that we get a more complete understanding of the total costs, and total benefits, of the entire regulatory regime we are creating. Only if we understand the total burden, whether that burden is statutorily imposed or not, can we make sound decisions on the marginal costs and benefits of rules as we consider them.

For this reason, regardless of the position we have taken in putting together our cost-benefit analysis for this and other rules we have proposed, I would strongly encourage commenters to provide data and analysis about the total costs of the regulatory regime we are designing, so that we may be better informed as we consider and adopt rules going forward.

Here here.  I’m not sure the SEC is on strong ground. It seems to me that even the exercise of mandatory rule-making authority can be challenged in part on the grounds of failure to adequately consider the efficiency and capital formation requirement under the Securities Exchange Act.  Even if it is required by DFA to promulgate a rule, it isn’t required to promulgate the specific rule in question, and it seems to me that any discretion exercised by the SEC in crafting the rule would remain open to challenge.

Well, well.  It looks like the heatwave hitting DC has encouraged the Judges on the panel reviewing the SEC’s proxy access rule to finish their opinion earlier than expected.  The rule has been struck down by the DC Circuit as arbitrary and capricious for failure to meet the SEC’s mandate to consider the effect of new rules on efficiency, competition and capital formation.  I suspect there will be a torrent of blogging about this one.

The Court found that the SEC failed to consider the potential costs of empowering conflicted investors, like Union Pension funds.  It’s ironic that in an over 400 page rule, the SEC offered no discussion of this issue.  The Court found that the SEC failed to properly consider the frequency with which shareholders would bring proxy contests.  The Court also noted that a company’s fiduciary duties might compel a board to resist a proxy access nominee, and found that the SEC failed to adequately consider the effect of this problem.  The Court also found that the SEC failed to consider readily available empirical data which questioned the benefits of the rule, giving particular attention to the Buckberg/Macey Report.  It also questioned the persuasiveness of an empirical study on which the SEC relied (See J. Harold Mulherin & Annette B. Poulsen, Proxy Contests & Corporate Change: Implications for Shareholder Wealth, 47 J. Fin. Econ. 279 (1998)).

This decision brings to light a fundamental problem at the SEC.  Speaking against my own interest as a securities lawyer, I think it is an agency with too many lawyers and not enough economists.  The Federal Reserve and Federal Trade Commission are better regulators because they have teams of sharp economists to consider the effects of new rules.  As Senator Shelby noted in a recent hearing, the SEC on the other hand has over a thousand lawyers and less than 25 economists.  Today’s decision is one of the predictable results.  So were similar decisions striking down rules on the same basis in American Equity v. SEC and in Chamber of Commerce v. SEC.

The SEC has now proposed rules on proxy access in 2011, 2009, 2007 and 2003.  It still doesn’t have a rule in place.  That’s a lot of man hours to put into writing a rule that is never ultimately adopted.  I wonder if Chairman Schapiro will look to re-write the rule given all the deadlines she is facing under Dodd-Frank.  I don’t think we’ve seen the last of Rule 14a-11, but I think it may be awhile before it is resurrected.  What would a new SEC rule look like?  I doubt it would cover investment companies, as the opinion gave particular attention to the SEC’s decision to apply the rule to them.  I would also suspect it would allow for an opt-out procedure.  We’ll see.

Let’s not forget that the changes to Rule 14a-8 are still in place.  So shareholders can still adopt election bylaws which specify proxy access procedures at a particular company.  It’s never to early for boards to consider putting into place the proxy access defenses that I have developed.

I appeared on CNBC’s Street Sense today to talk about Morgan Stanley’s new policy on bonuses and what it means for the future of Wall Street executive compensation.  See here.

I am privileged to have the opportunity to travel to Palo Alto next week alongside my senior colleague Prof. Todd Zywicki to participate in a conference on The Constitution in the Financial Crisis organized by the Stanford Constitutional Law Center.  I will in large part be discussing my work in this area, including Treasury Inc.: How the Bailout Reshapes Corporate Theory and Practice as well as The Bailout Through A Public Choice Lens: Government-Controlled Corporations As A Mechanism for Rent Transfer.  More details on how to confirm registration are available here, and also below:

About the Event: Leading scholars in law, economic history, and monetary policy will discuss the constitutional questions that have been raised by the financial crisis and the government response. Panels will consider the government’s role as shareholder and its implications for corporate governance and for bankruptcy, the ability of the executive branch to respond to a crisis, the place of the Federal Reserve in our constitutional system; and, cutting across many of these subject areas, the question of discretion.

The conference will feature the following speakers:

Thursday, November 11

Welcome and Introductory Remarks by Michael W. McConnell, Stanford

The Executive in Crisis:  Constitutional Capabilities
· Moderator : Hon. Carlos Bea, U.S. Court of Appeals for the Ninth Circuit
· David Barron, Harvard
· Mariano-Florentino Cuèllar, Stanford
· Gillian Metzger, Columbia
· Saikrishna Prakash, Virginia

Bankruptcy and the Rule of Law
· Moderator: Hon. William Fletcher, U.S. Court of Appeals for the Ninth Circuit
· Marcus Cole, Stanford
· Stephen Lubben, Seton Hall
· David Skeel, Penn
· Todd Zywicki, George Mason

Friday, November 12

The Federal Reserve in Our Constitutional System
· Moderator: Larry Kramer, Stanford
· Allan Meltzer, Carnegie Mellon
· John Taylor, Stanford
· Michael W. McConnell, Stanford
· John Steele Gordon, Author

The Government as Shareholder: The Implications for Corporate Governance
· Moderator: Joseph Grundfest, Stanford
· Jonathan Macey, Yale
· Edward Rock, Penn
· Lynn Stout, UCLA
· J.W. Verret, George Mason

Rules and Standards Revisited: Discretion in the Financial Crisis
· Moderator: Jane Schacter, Stanford
· Kenneth Anderson, American
· Louis Kaplow, Harvard
· Eric Posner, Chicago
· Kenneth Scott, Stanford

Concluding Remarks by Michael W. McConnell, Stanford

I thought it would be interesting to blog some of the rumors currently circulating about what the election will mean for the makeup of the House Financial Services Committee and the Senate Banking Committee.  The makeup of the Senate Banking Committee is, I would argue, the single most important driver shaping financial services legislation.  The membership of the House Financial Services Committee is also important, though not as important as the Senate frankly.  So I thought handicapping Committee membership would be a great way to spend my time while I wait for the results to come in.

For the House, the rumor currently going around that there is a significant chance that Representative Spencer Bachus, currently the Ranking member on Financial Services, will not be getting the Chairmanship.  Instead, it sounds like there is a significant chance that Rep. Ed Royce from California will become Chairman.  Of course, with the retirement of Chris Dodd, Senator Tim Johnson will be taking over the Chairmanship (or Ranking Member) position for the Democrats at Senate Banking.  The conventional wisdom is that Senator Johnson is less liberal than Senator Dodd.

Mike Lee is predicted to soundly take over Bob Bennett’s seat in Utah, and I think it is very likely that he will be given a seat on the Senate Banking Committee. Utah has a thriving Industrial Loan Company business which tends to encourage the Utah delegation to seek Banking Committee membership.  I think similarly the winner of the Delaware contest, either Chris Coons or Christine O’Donnell, will also likely take a Banking Committee seat out of Delaware’s interest in reigning in federal pre-emption of Delaware’s corporate law.

With the retirement of more senior members Bob Bennett and Jim Bunning, we will see Senator Mike Crapo move up to the second-most senior Republican position on Senate Banking.  Senator Shelby has been a long serving Senate member, so in the event he retires or takes another Committee Chairmanship in the future we might see Senator Crapo taking over the Republican leadership on Senate Banking.  If Senator Schumer becomes the Majority Leader, then his seat at Banking will need to be filled, and I would suspect New York’s interest in financial services may lead Senator Gillibrand to take over that seat on the Committee.

The one Senate Banking Committee member whose seat is currently at risk is Senator Bennett (D) of Colorado.  It is also likely that the Republicans will be able to add seats to the Banking Committee even if they do not win a majority in the Senate, in which case the presence of more conservative Democrats like Senator Warner of Virginia on Banking could give the Republicans significant influence over the shape of financial services legislation in the 112th Congress even if they fail to win the Senate.

Say on Pay

J.W. Verret —  19 October 2010

A late Monday press release from the Securities and Exchange Commission announces a rule proposal to implement the say on pay requirements of the Dodd-Frank Act.  I testified before both houses of Congress against the legislative authorizing language in Dodd-Frank that the SEC uses to promulgate the rule.  My testimony before the House Financial Services Committee is available here.  My testimony before the Senate Banking Committee is available here.

The SEC release includes the three central provisions described below:

Shareholder Approval of Executive Compensation

Under the proposed rules implementing the Dodd-Frank Act, companies subject to the federal proxy rules would be required to provide shareholders with an advisory vote on executive compensation….

The SEC’s proposal requires companies to provide disclosure about the say-on-pay vote in the annual meeting proxy statement, including whether the vote is non-binding. The proposal also would require the company to disclose in the Compensation Discussion and Analysis, or CD&A, whether, and if so, how companies have considered the results of previous say-on-pay votes.

Shareholder Approval of the Frequency of Shareholder Votes on Executive Compensation

Under the proposal, companies subject to the federal proxy rules also would be required to allow shareholders to vote on how often they would like to cast a say-on-pay vote, namely: every year, every other year, or once every three years.

Shareholders would be allowed to cast this non-binding “frequency” vote at least once every six years beginning with the first annual shareholders’ meeting taking place on or after Jan. 21, 2011.

The proposals would require companies to provide disclosure about the frequency vote in the annual meeting proxy statement, including whether the vote is non-binding.

Shareholder Approval and Disclosure of Golden Parachute Arrangements

Under the proposal, companies also would be required to provide additional information about the compensation arrangements with executive officers in connection with merger transactions. Disclosures of these “golden parachute” arrangements would be required of all agreements and understandings that the acquiring and target companies have with the named executive officers of both companies.

This “golden parachute” disclosure also would be required in connection with going-private transactions and third-party tender offers, so that the information is available for shareholders no matter the structure of the transaction.

Further, the proposed rules would require companies to provide a shareholder advisory vote to approve certain “golden parachute” compensation arrangements in merger proxy statements.

I am at least partially relieved that Boards seem to be permitted to bifurcate decisions over pay from decisions over golden parachutes based on this brief description of the SEC’s proposal.  Let me take this opportunity to plug my testimony before the Senate Banking Committee hearing that considered the Dodd-Frank provisions that gave the SEC authority to promulgate this rule, in which I urged that if the Committee ultimately decided to support say-on-pay over my objection they at least treat golden parachutes as a distinctly different animal.

I argued for a full exemption for golden parachutes from say-on-pay.  I think golden parachutes are an easy transaction response to the quandry of reconciling Delaware’s position on the poison pill with an appreciation of the benefits of the market for corporate control.  In my view, golden parachutes are delightfully Coasian.

Let’s say you accept the argument that the Delaware cases of the 1980s re-apportioned negotiating authority, outside of the current terms of the corporate contract between shareholders and boards, by permitting poison pills that you think inefficiently inhibited the market for corporate control.  Then you would love the fact that side transactions immediately are invented to encourage executives to rescind the pill for motives beyond pure entrenchment in the form of a negotiated side payment.

Golden parachutes are, indeed, a transaction of which the benefit and the cost should itself be capitalized into share price ex ante because the terms of the payout are clear in advance.  It is also a contractual term that creditors, suppliers, and customers will also more easily take into account in considering how the incentive effects of the contractual provision on the executives will affect their own contractual relationship with the firm and its executives.

Now, for some video.  I appeared on The News Hour with Jim Lehrer to argue against the Dodd-Frank implementing amendment for say-on-pay, and a number of other related executive compensation provisions, just after they passed the House, see here.

Okay, it would be a pretty lame movie.  Not nearly enough sex, betrayal, or death.  Nevertheless it’s probably easier than reading the whole article.  (If you are inclined to read the article first, which most people say is the best way to enjoy the movie, then check out Defending Against Shareholder Proxy Access: Delaware’s Future Reviewing Company Defenses in the Era of Dodd-Frank).

I recently presented this paper at the Leet Symposium at Case Western Reserve Law School on a panel with David Becker, the General Counsel of the SEC, and former SEC Commissioner Annette Nazareth.  The Leet Symposium by the way is an extraordinary event, so congrats to Jonathan Adler and George Dent for putting it together.

So, pop some popcorn, turn down the lights, and enjoy.  My part begins at the 52 minute mark.

I write to express opinion about Mike Castle.  I do not post to express an opinion about Christine O’Donnell, the Tea Party, the national election, or the Democratic nominee Commissioner Coons.  I don’t have a dog in that fight, except to say that I hope for the best for Delaware.  I merely post to express my experience working, to my own unique honor, with Representative Michael Castle, a public servant with a thirty-five year record tirelessly advocating for the best interest of the First State and her constituents.  As a corporate law academic with a particular suspicion about the perils of federal oversight as a remedy for financial crisis, I’ve been frequently called to testify before Congress about a variety of issues that affect state regulation of corporate governance.  In my experience, Rep. Castle’s dedication to his home state has been unique, particularly in a town where members of Congress who have been in DC as long as he has tend to set district interests aside in favor of the member’s own national aspirations (I could name names, but perhaps our readers could as well).  That can never be said of Representative Castle.  He is, and has always been, a rock solid Delaware man, through and through, and I sincerely hope he is long remembered as such by the residents of the First State.  For example, see Rep. Castle’s and my discussion during testimony about the bill that would become the Dodd-Frank Act here, between the 2 hour 50 minute mark and the 3 hour mark.

My previous post listing my favorite books in corporate governance turned out to be fairly popular.  A few readers suggested however that my list contained few books that a practitioner would find useful in day to day practice.  I don’t know whether that’s true, but I will accept that my list had an academic focus.  Here is a list of my ten favorite books with a practioner focus.  Most of them are treatises.  What’s missing is the “Guide to Dodd-Frank” although I am sure someone will publish that once the implementing regulations are completed.  Until then, of course, your best bet to understand the corporate governance implications of Dodd-Frank is to read Defending Against Shareholder Proxy Access: Delaware’s Future Reviewing Company Defenses in the Era of Dodd-Frank.

Wolfe & Pittenger, Corporate and Commercial Practice in the Delaware Court of Chancery: Procedures in Equity, LexisNexis Matthew Bender

Ribstein and Keatinge on Limited Liability Companies, West Second Edition

John Olson and Amy Goodman, A Practical Guide to SEC Proxy and Compensation Rules, Aspen Fourth Edition

Loss, Seligman, & Paredes, Fundamentals of Securities Regulation, Aspen, Fifth Edition,

Marc Steinberg, Securities Regulation: Liabilities and Remedies, Law Journal Press

Welch, Saunders, & Turezyn, Folk on the Delaware General Corporation Law, Fifth Edition

R. Franklin Balotti, Delaware Law of Corporations and Business Organizations Deskbook, Aspen

Stephen A. Radin, The Business Judgment Rule: Fiduciary Duties of Corporate Officers, Wolters Kluwer Sixth Edition

Drexler, Black, & Sparks, Delaware Corporate Law and Practice, Matthew Bender

Stephen Bainbridge, The Complete Guide to Sarbanes-Oxley: Understanding How Sarbanes-Oxley Affects Your Business, Adams Media

ABA Journal Blog Survey

J.W. Verret —  14 September 2010

The ABA Journal is once again doing a survey of the most popular “Blawgs.”  If you like us, please take a minute to let them know it.  See here.

Lexis is doing a survey of the Top 25 Business Law Blogs.  If you like what we do, please take a minute to vote for us by clicking here.