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John Coates

  • Musk’s plan to take Tesla private and allow outside shareholders is not an easy path

    August 13, 2018

    Going private is not as easy as it looks, especially if you go down a path proposed by the mercurial Elon Musk, founder and largest shareholder of Tesla Inc...John Coates, a professor of law and economics at Harvard Law School, told MarketWatch in an email, “I know of no legal way to offer public shareholders of a listed company an equity security while also going private. I also know of no legal way to offer $X billion worth securities of any kind to more than 35 unaccredited investors without registering with the SEC.”

  • A Promise Elon Musk And Tesla Can’t Break

    August 13, 2018

    It's no secret Elon Musk and Tesla have been afforded considerable leeway by their loyal following of shareholders...Generally, it is 'qualified' or 'accredited' investors who have the ability to own stock in private companies, or buyouts. "I know of no legal way to offer public shareholders of a listed company an equity security while also going private," says John Coates, an expert in mergers and transactions at Harvard Law School. He adds by email to Forbes, "I also know of no legal way to offer $X billion worth securities of any kind to more than 35 unaccredited investors, without registering the offering with the SEC."

  • Did Elon Musk Violate Securities Laws With Tweet About Taking Tesla Private?

    August 8, 2018

    ...It is illegal for a director or officer of a public company “to knowingly or recklessly make material misstatements about that company,” said John Coates, a professor at Harvard Law School who teaches mergers and acquisitions. Mr. Musk’s “tweets seem cryptic at best, and it is hard to see how he has complied with his duty to not be misleadingly incomplete.”

  • The Purpose of the Corporation Isn’t Lobbying

    June 13, 2018

    ...But since the late 1970s, despite a “Reagan revolution” inspired in part by Friedman, the scope of the U.S. government has arguably increased, while business’s influence over it has surely grown. The academic study of this influence has over the years focused largely on campaign donations and lobbying expenditures, and it has not come to particularly strong conclusions. But some of the most dramatic examples of increased corporate sway aren’t directly linked to such spending. The U.S. Supreme Court, for example, has since the 1970s used a novel interpretation of the First Amendment to assert ever-stronger protections for business, as John Coates of Harvard Law School described in an impassioned 2015 essay.

  • Harvard Law Professors Top Citation Rankings

    January 31, 2018

    Twelve of the top 100 most-cited law professors of all time teach at Harvard Law School, according to the Social Science Research Network—and professors Lucian A. Bebchuk and Steven Shavell took the first two spots. An electronic service that aims to make research papers and scholarly articles easily accessible, the SSRN contains over 650,000 documents by more than 360,000 authors...“The rankings reflect the significant impact that the Harvard Law School faculty has on policy research and the legal academy,” Bebchuk wrote in an email. Law Professor Cass R. Sunstein ’75, who ranks in fourth place with 1,484 citations, said he thinks there is a significant benefit to publishing work on SSRN. “I think it’s a good thing if you have a paper that’s published and that could benefit from the comments and criticisms of others,” Sunstein said...The list also includes Law professors Louis Kaplow, Reinier H. Kraakman ’71, Mark J. Roe, Jesse M. Fried ’86, Alma Cohen, Allen Ferrell, John Coates IV, Oren Bar-Gill, and J. Mark Ramseyer.

  • HLS faculty maintain top position in SSRN citation rankings

    HLS faculty maintain top position in SSRN citation rankings

    January 24, 2018

    Statistics released by the Social Science Research Network (SSRN) indicate that, as of the end of 2017, Harvard Law School faculty members have continued to feature prominently on SSRN’s list of the 100 most-cited law professors.

  • Powerless Stock Needs New Name, SEC’s Investor Panel Says

    December 8, 2017

    Companies that keep control by giving public investors little to no say in board elections and other matters shouldn’t be allowed to call the shares they sell common stock, according to a panel advising the Securities and Exchange Commission...“If you take a security public and it has zero voting rights, I don’t think that’s common stock anymore,” Harvard Law School professor John Coates said at a committee meeting Dec. 7. Coates, a member of the committee, said the SEC’s staff “ought to think carefully” about when the label applies.

  • Coates named fellow in European Corporate Governance Institute

    Coates named fellow of European Corporate Governance Institute

    November 14, 2017

    Harvard Law Professor John F. Coates has been named a fellow of the European Corporate Governance Institute (ECGI).

  • John Coates named fellow of American College of Governance Counsel

    John Coates named fellow of American College of Governance Counsel

    September 12, 2017

    John Coates, the John F. Cogan, Jr., Professor of Law and Economics at Harvard Law School, has joined the American College of Governance Counsel as a Fellow.

  • ‘Illegal’: Trump Actually Can’t Interfere With Merger Just Because He Hates CNN

    July 11, 2017

    Can President Donald Trump interfere with a merger because he hates CNN? His feud with the outlet probably hasn’t peaked...John Coates, a Harvard Law School professor who has done consulting services for the DOJ, told LawNewz.com point-blank that interference would break the law. “The DOJ has a long and sensible tradition of independence from the White House on enforcement policy, particularly in technical areas such as antitrust enforcement,” said Coates, who teaches a course on mergers and acquisitions.

  • Fox News Figureheads Suggest Trump Campaign Collusion with Russia would not be Illegal

    June 27, 2017

    A Fox News panelist made the case Sunday that the Trump campaign did not commit a crime if it colluded with Russia in the country's alleged interference in the U.S. election that went in favor of President Donald Trump...The current investigation under Mueller, and ongoing probes at the FBI and in Congress, are looking at the finances of Trump’s campaign members and associates. Election-law specialist John Coates, of Harvard University Law School, told Politifact that under the law against fraud, “it is a federal crime to conspire with anyone, including a foreign government, to ‘deprive another of the intangible right of honest services.’” Coates added that discussions between a campaign and a foreigner to achieve such a thing would violate the law. "That would include fixing a fraudulent election, in my view, within the plain meaning of the statute," he said.

  • Senators Focus on Board Cyber Skills in Disclosure Bill

    March 17, 2017

    Public companies could be required to disclose whether they have board members with cybersecurity expertise under bipartisan legislation introduced by three U.S. senators...Harvard Law professor John Coates told Bloomberg BNA that the proposal reinforces “what better-governed boards of directors already understand.” Cybersecurity is a “first-order risk” in many industries, and institutional investors are evaluating public companies on how well they communicate their strategies for building their expertise and resilience against cyberattacks, said Coates, who teaches corporate and securities law.

  • Lawmakers Look to Curb Foreign Influence in State Elections

    March 10, 2017

    Amid concerns that Russia helped sway the 2016 presidential election, several states are considering legislation that would bar companies with significant foreign ties from contributing money in state campaigns. A long-standing federal statute bars noncitizens and foreign companies from donating directly to candidates or political parties at the federal, state and local levels. Another law prohibits businesses from directly donating to federal-level candidates or political parties. But the U.S. Supreme Court decision in the Citizens United case cleared the way for corporations and unions to pay for political ads made independently of candidates’ campaigns...“The board of a public company generally conceives of themselves as working for the shareholders,” said John C. Coates, a professor at Harvard Law School who testified in favor of the bill in Connecticut.

  • Corporations like Exxon are using spurious free speech claims to fend off regulation

    February 14, 2017

    An op-ed by Jeff Clements and John Coates. Why is the attorney general of Massachusetts, Maura Healey, being forced to justify to a Texas judge why and how she is doing her job? In the latest instance of the corporate takeover of the First Amendment — and other constitutional rights — Exxon Mobil, the world’s largest oil and gas corporation, has invented a constitutional right to obstruct state investigations into allegations of fraud. Investigations by the Massachusetts and New York attorneys general began late last year after the Los Angeles Times reported that Exxon scientists and executives have known for decades about the connection between fossil fuel consumption and the likelihood of catastrophic changes in the Earth’s atmosphere and climate.

  • Jonathan Lovvorn appointed policy director of the HLS Animal Law and Policy Program

    HLS faculty maintain strong presence in SSRN rankings

    January 19, 2017

    Statistics released by the Social Science Research Network (SSRN) indicate that, as of the end of 2016, Harvard Law School faculty members have continued to feature prominently on SSRN’s list of the 100 most-cited law professors.

  • Big Deals Beget Big Merger Contracts

    November 7, 2016

    As M&A transactions have increased in size over the years so have their contracts. The average merger agreement has more than doubled in length over the past 20 years, according to new research from John Coates, a Harvard law professor. Contracts have gone from about 17,000 words in 1994 to nearly 45,000 in 2014. Some of the added heft is a response to new regulations, Mr. Coates found.

  • PHH Decision May Not Subject CFPB to Cost-Benefit Order

    November 4, 2016

    A recent federal appeals court ruling that gives the White House more power over the Consumer Financial Protection Bureau doesn't necessarily mean it will now be subject to the same cost-benefit mandates as other federal agencies. ... John Coates, a Harvard Law School professor, said Executive Order 12866 explicitly excludes “independent regulatory agencies,” as listed at 44 U.S.C. 3502(10). And the CFPB was specifically included by Congress when the agency was created. “Nothing in the PHH decision purported to interpret, address or even refer to this clear statement of Congressional intent. Nothing that I saw in the Hensarling letter addresses it, either. It remains law,” he said.

  • As China Battles Corruption, Glaxo Lands in the Cross Hairs

    November 2, 2016

    ...The Glaxo case, which resulted in record penalties of nearly $500 million and a string of guilty pleas by executives, upended the power dynamic in China, unveiling an increasingly assertive government determined to tighten its grip over multinationals. In the three years since the arrests, the Chinese government, under President Xi Jinping, has unleashed the full force of the country’s authoritarian system, as part of a broader agenda of economic nationalism....“The executive so accused has an obvious conflict of interest in overseeing such an investigation,” said John Coates, a Harvard Law School professor. “Even if the executive were entirely innocent of the whistle-blower’s charge, giving that same executive the role of investigating the whistle-blower smacks of retaliation.”

  • Voting rights, big money and Citizens United: Scholars explore issues in election law

    Voting rights, big money and Citizens United: Scholars explore issues in election law

    September 15, 2016

    With the U.S. presidential election weeks away, Harvard Law Today offers a look back at what scholars from campus and beyond had to say in recent months about democracy's challenges in a series of talks on Election Law.

  • Coates named to SEC Investor Advisory Committee

    July 12, 2016

    The Securities and Exchange Commission today announced that HLS Professor John Coates and Former SEC Chairman Elisse Walter are two of three new members appointed to its Investor Advisory Committee. The SEC also reappointed five members whose terms recently expired.

  • Williams-ETE $20 billion merger heads to courtroom showdown

    June 20, 2016

    A high-stakes trial will open on Monday to determine if Dallas billionaire Kelcy Warren's Energy Transfer Equity can back out of a $20 billion agreement to buy rival pipeline operator Williams Cos Inc...John Coates, a professor at Harvard Law School and former M&A lawyer, said Williams needs to prove to the judge, Vice Chancellor Sam Glasscock, that the tax issue was just an excuse. "Does the judge, in the end, see a pattern of bad faith and refusal to move as quickly as reasonably possible? If so, then Williams wins," Coates said.

  • Dodd-Frank Reform: To Rig to Fail

    June 13, 2016

    Congressman Jeb Hensarling, a Republican of Texas, delivered a straightforward message in a speech to the Economic Club of New York, on Tuesday: the Dodd-Frank Act is broken and can’t be fixed. The occasion for his speech was the unveiling of his new financial-reform plan, which would scrap Dodd-Frank entirely and replace it with a new regulatory regime. Its broad thrust would be to reduce regulation and give financial institutions more freedom...From a “small d”-democratic point of view, these changes might sound harmless, even reasonable. Who could be against cost-benefit tests, for example? But cost-benefit requirements are hard to apply coherently to financial regulation, as the Harvard law professor John Coates IV has argued—because it’s rarely possible to get “precise, reliable, quantified” measures there. How, after all, would you count the economic benefits that arise from reducing the risk of a systemic financial crisis by a few per cent, or from limiting the types of mortgages that consumers can take out? And since the costs of regulation are often more easily measured, the result of imposing a cost-benefit test is to make regulations harder to implement.

  • HLS faculty maintain top position in SSRN citation rankings

    Bebchuk, Coates and Fried among top ten corporate and securities articles of 2015

    May 10, 2016

    The Corporate Practice Commentator recently announced the list of the Ten Best Corporate and Securities Articles selected by an annual poll of corporate and securities law academics. The list includes three articles from Harvard Law faculty associated with the Program on Corporate Governance, Professors Lucian Bebchuk, John Coates, and Jesse Fried.

  • Does the First Amendment Justify Corruption?

    April 27, 2016

    A decade ago, if a politician had argued before the Supreme Court that he had a First Amendment right to trade political favors for a Rolex watch, his lawyers may have feared for their professional reputations. But that argument is one basis for ex-Virginia Governor Bob McDonnell’s appeal of his eleven-count corruption conviction in McDonnell v. United States, which the Court hears in oral arguments on Wednesday...McDonnell’s free-speech argument shows how thoroughly the First Amendment has been reinterpreted in recent years. In the mid-20th century, the amendment often protected dissidents and religious minorities from government persecution. Now, it’s frequently invoked by business interests to accomplish goals such as establishing the right of corporations to spend unlimited amounts in elections, or preventing the government from requiring graphic warning labels on cigarette packaging. Indeed, a 2015 paper by Harvard Law professor John Coates argued that “corporations have begun to displace individuals as the direct beneficiaries of the First Amendment.”

  • Exxon Tries To Bury Climate Documents By Claiming First Amendment Rights

    April 20, 2016

    ExxonMobil is fighting a subpoena seeking its internal documents on climate change, arguing that the order violates the company’s constitutional rights. It’s an argument that legal experts say is unusual but not unprecedented...Exxon’s invocation of the First Amendment is fairly unusual for a business, according to John Coates, a professor of law and economics at Harvard Law School. The Supreme Court has ruled that corporations do have First Amendment rights, but they aren’t necessarily as broad as those afforded to individuals. “Even the most right-wing and pro-business judge would not equate the speech rights of a business to that of individuals,” he said.

  • Why the US Chamber of Commerce is fighting transparency

    April 6, 2016

    It has recently come to light that U.S. Chamber of Commerce President Tom Donohue, along with the presidents of the Business Roundtable and the National Association of Manufacturers, sent a letter last fall to their member corporations urging them to resist efforts aimed at encouraging corporations to make their political, or lobbying and election spending (including donations to trade associations like the Chamber), more transparent. ...But beyond mere rank hypocrisy, there is ample evidence to suggest that the Chamber's opposition to corporate political spending transparency is also bad for its corporate members. Harvard professor John Coates shows that companies that engage in lobbying and campaign spending have less robust corporate governance practices (like shareholder engagement with the board and proxy access) which may impact shareholder value, than do companies that don't play in politics.

  • HLS faculty maintain top position in SSRN citation rankings

    Twelve Harvard Law School faculty among SSRN’s 100 most-cited law professors

    March 22, 2016

    Statistics released by the Social Science Research Network (SSRN) indicate that, as of the start of 2016, Harvard Law School faculty members featured prominently on SSRN’s list of the 100 most-cited law professors, capturing twelve slots among the top 100 law school professors (in all legal areas) in terms of citations to their work.

  • Essay: Will the First Amendment Survive the Information Age?

    March 14, 2016

    As Apple tries to fend off government demands for access to iPhone content, the company is leaning on free speech arguments as a key part of its defense in a California courtroom...About half of the successful First Amendment appeals to the U.S. Supreme Court today focus on corporate rights — a big change from previous decades, according to a survey of a half-century of court decisions by Harvard Law professor John Coates.

  • Moderate Democrats helped Wall Street avoid regulation in the ’90s. They’re doing it again.

    February 18, 2016

    Republicans on the campaign trail aren’t exactly shy about their desire to roll back President Obama’s bank regulations. Donald Trump has called Dodd-Frank a "terrible" "disaster," Ted Cruz has introduced legislation to abolish the Consumer Financial Protection Bureau (CFPB), and Marco Rubio has claimed, incorrectly, that more than 40 percent of small and midsize banks were wiped out by the financial reform law. ... To understand why this is a bad idea, it’s helpful to work through an example. This is what Harvard law professor John Coates, a leading critic of extending cost-benefit analysis to financial regulations, does in a recent paper. His case studies show that cost-benefit analysis will result in "guesstimation" at best. As Coates told me, "Back in 2014, I asked proponents of cost-benefit analysis in financial regulation for a nontrivial rule that benefited from a quantified CBA that you could achieve consensus on. To this day, nobody has been able to give me one."

  • Conservative Scalia a Skeptic of Insider Trading Law

    February 18, 2016

    Supreme Court Justice Antonin Scalia's record on securities matters in the Roberts Court matched his overall conservative reputation, and his passing could tip the balance in a pending insider-trading case. Scalia voted for a “restrictive,” pro-management outcome in securities-law cases more than half the time, according to a 2014 study by Harvard professor John C. Coates IV of Chief Justice John Roberts's tenure on securities law matters. Coates's study showed that despite the ideologically divided court, the amount of polarization and dissent on securities-law cases under Roberts decreased from previous chief justices' terms.

  • Congressional Handcuffs Should Not Block SEC From Dark Money Work

    January 22, 2016

    As we reach the sixth anniversary of Citizens United two things are clear: (1) there's a dark money problem and (2) the SEC isn't helping to fix it yet. But it's also important to know that the SEC can still work on the issue despite a troubling rider added to the federal "cromnibus" budget...But hasty drafting has left the SEC some wiggle room. Harvard Law Professor John Coates has examined the budget language and believes the SEC can still work on the rule this year as long as the agency does not finalize it. And given that rule making processes can be long affairs (think of all the long delayed Dodd-Frank and Jobs Act rules), it would behoove the SEC to start work on corporate disclosure rules now, especially since 94 members of Congress have urged them to move ahead.

  • Delamaide: Hasty law can’t stop SEC rule on political disclosure

    January 3, 2016

    A bit of last-minute skullduggery in Congress blocking efforts to make companies disclose political contributions may fall short of its goal. Buried in the 2,000 pages of the $1.1 trillion spending bill passed into law this month was one of those nasty little riders that has nothing to do with funding the government but are slipped into a must-pass bill at the last minute...The legal opinion written by Harvard Law Professor John Coates argues that this wording does not in the meantime restrict the preparatory tasks of issuing a rule — internal discussion, planning, investigation, analysis, evaluation and development of possible proposals. "These steps often take years and consume significant agency funds and other resources," Coates wrote in his Dec. 17 opinion.

  • Prof Says SEC May Plan Political Money Rule Despite Budget (subscription)

    December 23, 2015

    The U.S. Securities and Exchange Commission is free to continue planning rules requiring corporate disclosure of political spending despite passage of Republican-backed budget language prohibiting the agency from using 2016 dollars to finalize, issue or implement such a policy, a Harvard scholar's Tuesday legal opinion says. The opinion, offered by Harvard Law School professor John C. Coates IV, differentiates between planning for such a rule and finalizing, issuing or implementing it.

  • Labor union dissenters influence political speech more than shareholders: law profs to SCOTUS

    November 10, 2015

    Scathing commentary about the U.S. Supreme Court’s 2010 decision in Citizens United v. Federal Election Commission has tended to focus on the court’s refusal to restrict corporate political spending. As you know, the justices struck down campaign finance reforms as an unconstitutional violation of corporations’ free speech rights, triggering an avalanche of predictions that corporate donors would wield outsized political influence. The other free speech beneficiaries of Citizens United – labor unions also subject to the invalidated campaign finance restrictions – haven’t been the subject of nearly as much fear and loathing. That’s going to change, at least a little, later this term when the Supreme Court hears Friedrichs v. California Teachers Association...The point of the amicus brief, according to law professor John Coates of Harvard, was to highlight the relative rights of union beneficiaries and shareholders, particularly because in this case, the justices are being asked to give non-union members even more control over political expenditures they don’t support. “It seemed like a good opportunity to intervene – even better than a corporate case,” said Coates, who said he wrote the initial draft of the brief and circulated it to likely co-signers. He said he was pleasantly surprised that so many corporate law professors – 19 in all – ended up joining a brief in a case that nominally has nothing to do with corporate law. (Among the amici are Lucian Bebchuk of Harvard...)

  • Verizon’s Twisted Plan to Censor Your Internet

    October 30, 2015

    Earlier this year, the Newseum Institute asked 1,000 Americans to name their rights under the First Amendment. A clear majority listed freedom of speech first -- before freedom of religion, assembly, and other core civil liberties. And that makes sense. Protecting free speech is essential to the health of any functioning democracy...We owe this Orwellian shift in thinking to a growing number of court decisions, among them Citizens United, that define corporations as people and their business practices as speech. Harvard Law School's John C. Coates documented this change in a study released last February, noting that "corporations have begun to displace individuals as the direct beneficiaries of the First Amendment." This trend, Coates writes, isn't just "bad law and bad politics." It's also "increasingly bad for business and society."

  • AB InBev, SABMiller Race to Finish as Takeover Rules Force Hand

    September 16, 2015

    The world’s largest brewer wanted to keep the biggest deal of the year under wraps. Market chatter and the U.K.’s unique takeover rules got in the way. The Takeover Panel forced SABMiller Plc to release a statement about an approach from larger rival Anheuser-Busch InBev NV after speculation on Tuesday sent London-based SABMiller’s shares up as much as 4.1 percent, according to two people with knowledge of the matter, who asked not to be identified because the information is private...“Media attention following disclosure of deal negotiations can be disruptive to the companies, and can kill an otherwise valuable deal” said John Coates, professor of law and economics at Harvard University.

  • Corporations Are Perverting the Notion of Free Speech

    August 5, 2015

    An op-ed by John Coates and Ron Fein. Corporations are taking over the First Amendment. That’s not new, but it’s accelerating—and we have the data to prove it. Many people are familiar with the Supreme Court’s 2010 Citizens United decision, which held that corporations have a First Amendment right to spend unlimited amounts of money to influence elections. But the problem goes beyond election spending. Just one year after Citizens United, in a less widely reported decision, the court struck down a Vermont confidentiality law that prohibited sale of drug prescription data for marketing purposes. As the court explained, the law limited the “speech” of pharmacies and data miners that sell this data for use by pharmaceutical sales representatives.

  • Lessons from Kirkland’s ‘unfortunate and unethical’ Mylan mess

    June 11, 2015

    The Israeli pharmaceutical company Teva was quick to cut its losses yesterday after U.S. Magistrate Judge Lisa Lenihan of Pittsburgh recommended a preliminary injunction barring Kirkland & Ellis from continuing to advise Teva in its hostile bid for Mylan, an occasional Kirkland client since 2013. Kirkland announced that it will file an objection to Judge Lenihan’s recommendation, which will be reviewed by U.S. Chief District Judge Joy Conti, but in the meantime, Teva hired Sullivan & Cromwell to replace the firm in the Mylan takeover battle....In an expert report for Mylan that Judge Lenihan ultimately considered very persuasive, Harvard Law professor John Coates argued that virtually all previous litigation could be considered related to an unsolicited bid because so many factors shape the hostile takeover process.

  • To be happy lawyers (and human beings), eight rules for law students to live by

    May 6, 2015

    On Thursday, April 23, Bruce Bromley Professor of Law John Manning ’85 capped off a four-part series of “Last Lectures” for the Harvard Law School Class of 2015 with a list of eight simple rules students should live by if they wish to be both “happy lawyers and human beings.”

  • Will Corporate ‘Speech’ Undermine Productivity?

    May 4, 2015

    John Coates argues that extending speech protections to corporations is bad—not just for democracy but for capitalism.

  • Old-fashioned virtues

    April 16, 2015

    Everything about Berry Bros. and Rudd's showroom in St James’s Street, London, suggests tradition. The walls are panelled in dark oak. Leather-bound volumes record “the weights of customers of this establishment” from 1765 onwards, sitting alongside a set of weights from a time when the shop sold coffee rather than alcohol. Simon Berry represents the 7th generation of Berrys to run the company, and he looks the part. ... John Coates and Reiner Kraakman, of Harvard Law School, who studied the tenure of CEOs in the Standard & Poor’s 500 in 1992-2004, found that those who held more than 1% of the stock (which includes family firms) were at the helm for an average of 13.4 years, compared with 5.5 years for other companies.

  • Law School Appoints Title IX Committee

    April 2, 2015

    Dean of Harvard Law School Martha L. Minow has appointed a Title IX committee to begin implementing the school’s new set of procedures for responding to cases of alleged sexual harassment, according to Law School spokesperson Robb London...After a group of 28 professors published an open letter in the Boston Globe that criticized Harvard’s policy in October, Minow appointed a committee, chaired by Law School professor John Coates, to draft a new set of school-specific procedures.

  • How Corporations Took Over the First Amendment

    April 2, 2015

    When the D.C. Circuit Court of Appeals ruled that POM Wonderful was overstating pomegranate juice's health benefits in its advertisements, a press release from the FTC, which was challenging POM in court, called the decision “a victory for consumers.” The Wall Street Journal agreed, describing it as “a notable win.” In a sense, it was: The company was banned from trumpeting its juice as an elixir that could help prevent heart disease, prostate cancer, and erectile dysfunction if there wasn't sufficient research done to back up those claims. But in another sense, the decision wasn’t a victory at all. Buried in the FTC’s press release was the reluctant acknowledgement that the Circuit Court denied the FTC the ability to require that POM base its advertising on at least two randomized, well-controlled clinical trials... To arrive at this decision, the Court wasn’t relying on some obscure bit of corporate law; it was relying on the First Amendment. How problematic is it that a company selling at least $100 million worth of juice every year based on sketchy empiricism could defend its preposterous advertising claims in court on free-speech grounds, and still be humored? That’s one question that John Coates, a professor at Harvard Law School and a former corporate lawyer, explores in a recent survey of what he calls “the corporate takeover of the First Amendment.” According to Coates, companies are now the beneficiaries of cases involving the First Amendment just as often as individuals, and the frequency of those cases has been rising since the mid-70s.

  • Why Corporations Learned To Love Free Speech (video)

    April 1, 2015

    A recent study claims that "corporations have begun to displace individuals as direct beneficiaries of the First Amendment." Its author [John Coates] joins HuffPost Live to discuss his findings and explain what they mean for free speech.

  • First Amendment, ‘Patron Saint’ of Protesters, Is Embraced by Corporations

    March 23, 2015

    Liberals used to love the First Amendment. But that was in an era when courts used it mostly to protect powerless people like civil rights activists and war protesters. These days, a provocative new study says, there has been a “corporate takeover of the First Amendment.” The assertion is backed by data, and it comes from an unlikely source: John C. Coates IV, who teaches business law at Harvard and used to be a partner at Wachtell, Lipton, Rosen & Katz, the prominent corporate law firm. “Corporations have begun to displace individuals as the direct beneficiaries of the First Amendment,” Professor Coates wrote. The trend, he added, is “recent but accelerating.” Professor Coates’s study was only partly concerned with the Supreme Court’s recent decisions amplifying the role of money in politics. “It’s not just Citizens United,” he said in an interview, referring to the 2010 decision that allowed unlimited independent spending by corporations in elections. His study, he said, analyzed First Amendment challenges from businesses to an array of economic regulations...In a recent essay, Laurence H. Tribe, a law professor at Harvard, offered a cautious partial defense of the Citizens United decision. But he said it was an instance of a larger phenomenon. “It is part of a trend in First Amendment law that is transforming that body of doctrine into a charter of largely untrammeled libertarianism,” he wrote, “in which the regulation of virtually all forms of speech and all kinds of speakers is treated with the same heavy dose of judicial skepticism, with exceptions perversely calculated to expose particularly vulnerable and valuable sorts of expression to unconvincingly justified suppression.”

  • What Courses Should Law Students Take? Harvard’s Largest Employers Weigh In

    March 13, 2015

    An article by John C. Coates, Jesse M. Fried, and Kathryn E. Spier. An online survey of 124 practicing attorneys at major law firms suggests possible new directions for educating and training Harvard Law School students. The most salient result from the survey is that students should learn accounting and financial statement analysis, as well as corporate finance. These two subject areas are viewed as particularly valuable both for lawyers in litigation and lawyers working in corporate/transactional practice areas.

  • Law School Examined Peer Title IX Policies When Crafting Procedures

    March 5, 2015

    When a faculty committee at Harvard Law School convened to craft a new set of sexual harassment procedures for the school last fall, they examined existing processes at peer institutions, according to Law professor John Coates, who chaired the committee. The final product of their work closely resembles systems in place at other schools across the Ivy League, particularly Columbia. The Law School’s new Title IX procedures, which break from Harvard’s central process for adjudicating sexual harassment complaints filed against students, were adopted by the Law faculty in December and will be soon implemented, according to administrators.

  • In Memo, Law Profs Pushed for Title IX Procedural Changes

    February 13, 2015

    Twenty Harvard Law School professors who had publicly spoken out against Harvard’s University-wide sexual harassment policy submitted a memo last fall requesting that the Law School investigate its own sexual harassment cases, rather than go through Harvard’s central investigation office...The document, parts of which signatory and Law School professor Elizabeth Bartholet shared with The Crimson this week, sheds light on the process that led to the adoption of the local procedures that, if implemented, in many respects will circumvent Harvard’s newly centralized approach to handling sexual misconduct...Law School professor John Coates, who chaired the committee that wrote the school’s new procedures, confirmed in an email that the committee considered the memo’s principles when it drafted the procedures.

  • Law Students Leave Torts Behind (for a Bit) and Tackle Accounting

    February 13, 2015

    A group of 170 Brooklyn Law School students cut short their winter break and headed back to campus in January for an intensive three-day training session. But not in the law. Instead, they spent the “boot camp” sessions learning about accounting principles, reading financial statements, valuing assets and other basics of the business world — subjects that not long ago were thought to have no place in classic law school education...Last year, Cornell University Law School started a similar business-focused workshop, called “Business Concepts for Lawyers.” The idea came from a Harvard Law School survey of employers released in February 2014, said Lynn A. Stout, a professor of corporate and business law at Cornell. The 124 firms that responded to the survey, called “What Courses Should Law Students Take? Harvard’s Largest Employers Weigh In,” listed accounting, financial statement analysis and corporate finance as the best courses to prepare lawyers to handle corporate and other business matters.

  • Thirteen Harvard Law School faculty listed among SSRN’s 100 most-cited law school professors

    January 29, 2015

    Statistics released by the Social Science Research Network (SSRN) indicate that, as of the end of 2014, Harvard Law School faculty members featured prominently on SSRN’s list of the 100 most-cited law professors.