One of Glenn Morris’ friends jokingly refers to him as “the Alan Greenspan of the law school.”
“I feel a little guilty about getting out just before the budget problems hit,” says Morris, who went back to teaching full time last year after serving as vice chancellor of LSU’s Paul M. Hebert Law Center since 1997. “But I did give it 11 years, and I think it was time to pass on the honor to someone else.”
Morris graduated with high honors from the University of Florida’s Fredric G. Levin College of Law in 1980. He went into practice in Jacksonville, Fla., where he focused on business planning, corporate finance, securities law and mergers and acquisitions.
But three years later, Morris left to teach at LSU, drawn to Louisiana’s mixed civil law and common law system as well as its unique culture.
“I like teaching contracts because that’s a first-year, first-semester course,” he says, “and the students are eager and working hard to understand.”
1. How is LSU’s law school faring with the proposed budget cuts to higher education?
We’re paying attention to the school’s central mission. We’re committed to building our clinical program and hired another clinical professor. We’ve also hired new faculty in criminal law and international law to replace others we lost to other schools and retirement. We can take the hit for a year, but it will get more difficult if it goes longer, and I’m afraid it could be long term. One of the things we’ve done as a faculty that I’m proud of is to voluntarily accept a furlough, essentially about a 3% pay cut. I don’t know which of my colleagues volunteered, but the total savings we generated suggests most did.
2. Could the law school lose its top-tier ranking?
There’s certainly a risk of that. Part of the ranking is based on reputation, which depends on publications and outreach … things that will be cut back. It’s also based on quality of students, which relies on scholarships for recruitment and that may suffer. Budgetary figures also factor in ranking formulas, so cuts will hurt.
3. Any concerns with contract law?
I’d say it’s in flux with arbitration agreements. That’s not really contract law, but it’s one of the controversial features of lots of consumer contracts. Courts are struggling with class-action arbitration.
4. What do you see coming in state corporate law?
I’m the reporter for a Louisiana State Law Institute committee, which has been asked to consider adoption of the Model Business Corporation Act in Louisiana. Besides Delaware, which is the dominant state for large public companies, and most of the larger states like New York and California, the act is the leading form of corporation statute.
5. How would Louisiana benefit from the Model Act?
It reflects more modern thinking on such things as owners’ contribution to a company in exchange for their shares. Promissory notes and contracts for future services are acceptable payment for ownership interests in LLCs and partnerships and for corporate shares in Model Act states. Current state law has been described by the courts as hostile to agreements among shareholders in how a corporation will be operated if the agreement departs too much from the statutory model.
6. Why is the Single Business Enterprise Doctrine a problem for Louisiana?
I’ve been a little surprised businesses have not been more concerned about this doctrine, which is dangerous for the state. It is connected with liquidating Champion Insurance Co., which had a complicated corporate structure or what I call a shell game form of financing. Now state courts seem to think it’s inequitable to organize one large business into several different, separate corporations or LLCs. The doctrine says all you have to do to bring down an entire business is prove affiliates were separately incorporated parts of a larger, operationally unified group completely controlled by the parent or dominant shareholder. Normal corporate law does not allow that unless there’s proof the controlled companies were being used for fraudulent or inequitable purposes.
7. What do you think about mark-to-market rule changes?
I think the recent changes make sense. The danger is inflated valuations, but as long as regulators put them on the conservative side the changes might be a good compromise.
8. What’s your take on an increasing number of fraud cases?
I’ve been surprised that the pendulum has not begun to swing back in favor of plaintiffs in securities fraud cases after corporate fraud scandals like Enron and WorldCom. So far, the pro-defendant reforms of the mid-’90s have been holding firm and even strengthening.
9. What do you think about the Stanford investigation?
The problem will be finding assets and fighting among plaintiffs over whatever can be recovered. This might ordinarily be handled as a class action, but I’m not sure that’s the right strategy if Stanford securities are what federal law calls nationally traded securities. Plaintiffs could file under state law because federal law is favorable to defendants. However, Congress passed the Securities Litigation Uniform Standards Act in 1998, which prohibits this move if the stock or security is nationally traded and the suit involves more than 50 plaintiffs that meet requirements of a class-action suit.
10. Why did you choose law as your career?
I went in thinking I was going to be a litigator, but I ended up doing transactional work for a firm that was general counsel for a Fortune 500 company and decided that was the kind of law I liked. One of my corporate finance books describes lawyers as “transactional engineers,” and I think that captures what I liked about the work—designing a deal to work as intended, but as simply and as efficiently as possible.
