Corporate Practice Commentator recently named the Top 10 Corporate and Securities Articles of 2020, and scholarship by University of Pennsylvania Carey Law School Professor of Law Elizabeth Pollman made the list for the second consecutive year. Pollman’s “Private Company Lies,” published in the Georgetown Law Journal, was selected by her peers as among the best corporate and securities articles published in legal journals in 2020.
Last year, Pollman placed two articles in the Top 10: “Corporate Disobedience,” published in the Duke Law Journal, and “Startup Governance,” published in the University of Pennsylvania Law Review. Professor Pollman’s scholarship was previously honored on the Top 10 list in 2017.
This year marks the 27th time the Corporate Practice Commentator has polled corporate and securities law professors.
In her pathbreaking article, Pollman observes that the time has come to examine and address securities fraud in private companies. She writes that although Rule 10b-5, the federal anti-fraud catch-all, applies to both public and private company securities, the vast majority of case law and scholarship on the issue has focused on public corporations and markets.
“Some of the largest private companies by valuation grow in an environment of extreme information asymmetry and with the pressure, opportunity, and rationalizing culture that can foster misconduct and deception,” writes Pollman.
Pollman argues for greater regulatory oversight and enforcement “to protect the integrity of the private market and those affected by securities fraud, while carefully avoiding chilling the flow of funding” to startups and other private companies.
The article explores several mechanisms that Pollman argues could achieve this balance, including increased SEC enforcement aided by federal prosecutors and state regulators, giving startup employees additional information, and empowering gatekeepers to play a stronger role in monitoring.
Pollman is a Professor of Law and Co-Director of the Institute for Law & Economics. She teaches and writes on a wide variety of topics in business law, with a particular focus on corporate governance, purpose, and personhood, as well as startups, entrepreneurship, and law and technology. Her recent work has examined the distinctive governance of venture-backed startups, director oversight liability, corporate disobedience, companies that have business models aimed at changing the law, the trading of private company stock, corporate privacy, and the history of corporate constitutional rights.
Pollman serves on the Corporate Laws Committee of the American Bar Association and is a research member of the European Corporate Governance Institute. She has served on the National Business Law Scholars Conference Board and the AALS Business Associations Executive Committee.
Pollman practiced law at Latham & Watkins in Silicon Valley and Los Angeles and served as a clerk for Judge Raymond C. Fisher of the Ninth Circuit Court of Appeals. She earned both her BA and JD, with distinction, from Stanford University and teaches courses on corporations, corporate governance, mergers and acquisitions, and venture capital at the Law School.