BARBARA BLACK University of Cincinnati College of Law 513-556-0113 (office) P.O. Box 210040

BARBARA BLACK
University of Cincinnati College of Law
P.O. Box 210040
Clifton Avenue at Calhoun Street
Cincinnati, Ohio 54221-0040
513-556-0113 (office)
513-322-0269 (home)
[email protected]
EMPLOYMENT
University of Cincinnati College of Law, 2006 – present
Charles Hartsock Professor of Law
Principal teaching responsibilities: Securities Regulation, Securities Litigation and Enforcement,
Corporations I and II. Winner of Harold C. Schott award for scholarship (2008).
Director, Corporate Law Center
Responsibilities include development of symposia and programs, including:
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“Addressing the Challenges of Protecting the Public: Enforcement Practices and Policies in
the Post-Financial Crisis Era” (spring 2013)
“Implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act” (spring
2012)
“Principles and Politics of Aggregate Litigation: CAFA, PSLRA and Beyond” (spring
2011)
“The Role of Corporate Counsel During A Time of Corporate Crisis” (co-sponsored with
Association of Corporate Counsel, Southwest Ohio Chapter) (fall 2010)
"Globalization of Securities Regulation" (spring 2010)
"The Role of Corporate Counsel During a Time of Economic Crisis" (co-sponsored with
Association of Corporate Counsel, Southwest Ohio Chapter) (fall 2009)
“New Models of Regulating the Financial Markets” (spring 2009)
“The Role of Corporate Counsel in Advising Management and the Board” (co-sponsored
with Association of Corporate Counsel, Southwest Ohio Chapter) (fall 2008)
“Dysfunctional Boards” (spring 2008)
“Setting the Tone at the Top: Corporate Ethical Culture and the Role of the General
Counsel” (co-sponsored with Association of Corporate Counsel, Southwest Ohio Chapter)
(fall 2007)
“Twenty Years After Shearson v. McMahon: Assessing Investors’ Remedies” (spring
2007)
Pace University School of Law, 1996 – 2006
James D. Hopkins Professor of Law, 2003-05
Selected to fill the James D. Hopkins Chair (a rotating chair), in recognition of my teaching,
scholarship and service contributions
Director of Research, Pace Investor Rights Project, 2003-2006
The Pace Investor Rights Project (PIRP) was established with a $200,000 grant arranged through
New York Attorney General's office, with a threefold mission: to advocate on behalf of small investors; to
run educational programs for small investors; and to foster research on topics related to investor justice.
My activities as Director of Research included:
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Retained by National Association of Securities Dealers and New York Stock Exchange to
conduct an empirical study of the fairness of the securities arbitration process.
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Organized Investor Rights Symposium that, in spring 2005, brought together a
distinguished group of scholars, regulators, practitioners, and students to explore current
issues affecting small investors.
Drafted, or supervised students in drafting, more than twenty comment letters to the SEC or
NASD on various rule proposals that affect small investors.
Founder and Co-Director, Securities Arbitration Clinic, 1997-2006
Established, at the request of the Securities and Exchange Commission, the first securities
arbitration clinic in the nation, where students, under faculty supervision, provide representation to small
investors who have disputes with their broker-dealers. In addition, I organized a program on “Establishing
and Operating A Securities Arbitration Clinic” (spring 1999) (with support from the AALS Clinical Legal
Education Section and the endorsement of the Clinical Legal Education Association)
Association of American Law Schools, Deputy Director, 1994-96
AALS is the learned society for legal educators. My responsibilities included assisting the
Executive Director in the Association’s activities, including administration of its Professional Development
Program and Faculty Recruitment Conference.
Pace University School of Law, 1978 – 1994
Acting Dean, 1993 - 94
Vice Dean, 1990 - 93
Professor of Law, since 1987
Rogers & Wells, Washington, D.C, Associate, 1976-78
Kaye, Scholer, Fierman, Hays & Handler, New York, New York, Associate, 1973-76
OTHER TEACHING EXPERIENCE
Visiting Professor, University of Illinois School of Law, spring 2006
Visiting Professor, Vytautas Magnus University School of Law, Kaunas Lithuania summer 2000.
Visiting Professor, New York Law School, 1986-87
Adjunct Professor of Law, Washington College of Law, American University, 1977-78
PUBLICATIONS
Book and Book Chapter
HANDBOOK ON SECURITIES REGULATION (Edward Elgar Publishing forthcoming 2013), chapter on
arbitration of securities disputes
CORPORATE DIVIDENDS AND STOCK REPURCHASES (West 1990), and annual supplements through 2005
Law Review Articles
Curbing Broker-Dealers’ Abusive Sales Practices: Does Professor Jensen’s Integrity Framework Offer a
Better Approach?, WAKE FOREST U. L. REV. (forthcoming 2013)
Behavioral Economics and Investor Protection: Reasonable Investors, Efficient Markets, 44 LOYOLA U.
CHICAGO L.J. (forthcoming 2013)
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Punishing Bad Brokers: FINRA Sanctions, Theory and Practice, BROOKLYN J. CORP., FIN. & COM. LAW
(forthcoming 2013)
Investor Protection Meets the Federal Arbitration Act, 1 STANFORD J. COMPLEX LITIGATION 1
(with Jill Gross)
(2012)
The SEC and the Foreign Corrupt Practices Act: Fighting Global Corruption is Not Part of the SEC’s
Mission, 73 OHIO STATE L.J. 1093(2012)
Arbitration of Investors’ Claims Against Issuers: An Idea Whose Time Has Come?, 75 LAW AND
CONTEMPORARY PROBLEMS 107 (2012)
Stalled: Gender Diversity on Corporate Boards,37 U. DAYTON L. REV. 7 (2011)
Can Behavioral Economics Inform Our Understanding of Securities Arbitration?, 12 TRANSACTIONS: THE
TENNESSEE JOURNAL OF BUSINESS LAW 107 (2011)
Introduction to Globalization of Securities Markets Symposium: Competition or Coordination?, 79 U. CIN.
L. REV. 461 (2011)
How to Improve Retail Investor Protection After the Dodd-Frank Wall St. Reform and Consumer Protection
Act, 13 UNIVERSITY OF PENNSYLVANIA J. BUS. L. 59 (2010)
The U.S. Government as “Reluctant Shareholder,” 5 ENTREPRENEURIAL BUS. L. J.561 (2010)
Introduction to New Regulatory Models Symposium: The SEC at 75, 78 U. CIN. L. REV. 445 (2010)
Eliminating Securities Fraud Class Actions Under the Radar, 2009 COLUM. BUS. L. REV. 802 (2009)
Reputational Damages in Securities Litigation, 35 J. CORP. L. 169 (2009)
Protecting the Retail Investor in an Age of Financial Uncertainty, 35 U. DAYTON L. REV. 61 (2009)
Introduction to Dysfunctional Boards Symposium: The Story of Hewlett-Packard, 77 U. CIN. L. REV. 383
(2009)
When Perception Changes Reality: An Empirical Study of Investors’ Views of the Fairness of Securities
Arbitration (co-authored with Jill I. Gross), 2008 JOURNAL OF DISPUTE RESOLUTION 349
Should the SEC be a Collection Agency for Defrauded Investors?, 63 THE BUSINESS LAWYER 317 (2008)
Are Retail Investors Better Off Today?, 2 BROOKLYN J. CORP., FIN. & COM. LAW 303 (2008)
Stoneridge Investment Partners v. Scientific-Atlanta, Inc.: Reliance on Deceptive Conduct and the Future
of Securities Fraud Class Actions, 36 SEC. REG. L.J. 330 (2008)
Introduction to Twenty Years After Shearson/American Express v. McMahon Symposium: Working For
Fair Treatment for Retail Investors, 76 U. CIN. L. REV. 375 (2007)
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Transforming Rhetoric into Reality: A Federal Remedy for Negligent Brokerage Advice, 8 TRANSACTIONS:
THE TENNESSEE JOURNAL OF BUSINESS LAW 101 (2006)
Tattlers and Trail Blazers: Attorneys’ Liability for Clients’ Fraud, 46 WASHBURN L.J. 91 (2006) (solicited
as a response to a lead article by Professor Marc Steinberg)
The Explained Award of Damocles: Protection or Peril in Securities Arbitration, 34 SEC. REG. L.J. 17
(2006) (co-authored with Jill Gross)
Brokers and Advisers -- What's in a Name?, 11 FORDHAM J. CORP. & FIN. L. 31 (2005)
Introduction to Investor Rights Symposium: The Elusive Balance between Investor Protection and Wealth
Creation, 26 PACE L. REV. 27 (2005)
Is Securities Arbitration Fair to Investors? (The Eighth Annual James D. Hopkins Lecture), 25 PACE L.
REV. 1 (2004) (reprinted in The Corporate Practice Commentator)
The Irony of Securities Arbitration Today: Why Do Brokerage Firms Need Judicial Protection?, 72 U. CIN.
L. REV. 415 (2003)
Economic Suicide: The Collision of Ethics and Risk in Securities Laws, 64 U. PITT. L. REV. 483 (2003)
(co-authored with Jill I. Gross) (reprinted in 2004 Securities Law Review)
Securities Arbitration is not Supposed to be so Complicated: Arbitrability, the Eligibility Rule, and Whose
Law Decides, 30 SEC. REG. L. J. 134 (2002)
Making It Up As They Go Along: The Role of Law in Securities Arbitration, 23 CARDOZO L. REV. 991
(2002) (co-authored with Jill I. Gross)
Entering the U.S. Securities Markets: Regulation of Non-U.S. Issuers, VYTAUTAS MAGNUS U. LAW
REVIEW (Lithuania) (April 2001)
Establishing a Securities Arbitration Clinic: The Experience at Pace, 50 J. LEGAL EDUC. 35 (2000)
Securities Regulation in the Electronic Age: Online Trading, Discount Broker’s Responsibilities and Old
Wine in New Bottles, 28 Sec. REG. L.J. 15 (2000)
The Strange Case of Fraud on the Market: A Label in Search of a Theory, 52 ALB. L. REV. 923 (1988)
(special federal securities law symposium issue)
The Second Circuit's Approach to the "In Connection With" Requirement of Rule 10b-5, 53 BROOK. L. REV.
539 (1987) (quoted in the majority opinion in Stoneridge Investment Partners v. Scientific-Atlanta, Inc.,
128 S. Ct. 761 (2008)).
Racketeer Influenced and Corrupt Organizations (RICO) -- Securities and Commercial Fraud as
Racketeering Crime after Sedima: What is a "Pattern of Racketeering Activity?", 6 PACE L. REV. 365
(1986)
Application of Respondeat Superior Principles to Securities Fraud Claims under the Racketeer Influenced
and Corrupt Organizations Act (RICO), 24 SANTA CLARA L. REV. 825 (1984)
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Fraud on the Market: A Criticism of Dispensing with Reliance Requirements in Certain Open Market
Transactions, 63 N.C. L. REV. 435 (1984) (cited in both majority and dissenting opinions in Basic, Inc. v.
Levinson, 485 U.S. 224 (1988))
Is Stock a Security? A Criticism of the Sale of Business Doctrine in Securities Fraud Litigation, 16 U.C.
DAVIS L. REV. 325 (1983)
Other Publications
Do Brokers Have a Green Light to Bar Class Actions?, COLUMBIA LAW SCHOOL BLUE SKY BLOG (March
2013) (with Jill Gross)
Securities Law Round Up 2010-11, PLI, SECURITIES ARBITRATION 2011
FINRA Proposed Rule Change Would Give Customers Option of All-Public Arbitration Panels, HARV.
BUS. L. REV. ONLINE (November 2010)
Securities Law Round Up 2009-10, PLI, SECURITIES ARBITRATION 2010
Do We Expect Too Much From NASD Arbitrators?, SECURITIES ARBITRATION COMMENTATOR (Oct. 2004)
NASD's Proposed Code of Customer Arbitration, 10 PIABA BAR J. 19 (Winter 2003)
Economic Suicide: A Primer for Securities Arbitration Lawyers, 1 SECURITIES ARBITRATION 2003, 387
(PLI 2003) (co-authored with Jill I. Gross)
Howsam v. Dean Witter Reynolds, Inc. -- Progress Toward A Goal of "Fair and Expeditious Resolution" of
Disputes, 9 PIABA BAR J. 69 (Winter 2002)
Law School Clinic Offers Assistance to Small Investors, 9 PIABA BAR J. 39 (Fall 2002)
Amicus Briefs
I have written amicus briefs pro bono on issues of importance to investor protection, including the
following cases:
SEC v. Citigroup Global Markets Inc. (2d Cir. 2013) – principal author of brief filed on behalf of 20 law
professors in support of Judge Jed Rakoff’s Order Refusing to Approve Proposed Settlement
FINRA v. Charles Schwab & Co. (FINRA NAC 2013) – co-author of brief in support of FINRA
Enforcement’s disciplinary action against brokerage firm for including class action waiver in customers’
agreements, contrary to FINRA Rules
Tussey v. ABB, Inc. (8th Cir. 2013) – principal author of brief filed in behalf of ERISA plan participants in
support of federal district court opinion imposing liability on Plan Fiduciaries for breach of duty of loyalty
BLOG: MEDIA COVERAGE; SELECTED PRESENTATIONS
I publish a current awareness blog on developments in securities laws, Securities Law Prof Blog,
available at http://lawprofessors.typepad.com/securities/.
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I am the co-founder of the National Business Law Scholars Conference. Now in its fourth year, the
Conference is a gathering of business law scholars from across the country.
I have been quoted frequently in national and local publications about investor protection issues and
have been interviewed by CNN and local radio. I am a frequent speaker at both academic and practitioners’
conferences. Recent presentations include:
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Speaker, Agency Theory: Still Viable?, Wake Forest Law Review Business Law
Symposium (March 15, 2013)
Speaker, The Growth and Importance of Compliance in Financial Firms: Meaning and
Implications, Brooklyn Law School (Feb. 8, 2013)
Speaker, Behavior Economics and Investor Protection, Loyola University Chicago Law
School (Oct. 5, 2012)
Speaker, Does the FAA Reign Supreme? Concepcion and Class Waivers, National
Association of Shareholder and Consumer Attorneys (NASCAT) Annual Meeting (Apr. 26,
2012)
The SEC and the Foreign Corrupt Practices Act: Fighting Global Corruption is Not Part of
the SEC’s Mission, presented at the Ohio State Law Journal Symposium , The FCPA at
Thirty-Five and Its Impact on Global Business (Mar. 16, 2012)
Panelist, 2011 Ohio Securities Conference (co-sponsored by the Ohio Dept. of Commerce
Division of Securities and the University of Toledo College of Law) (Oct. 21, 2011)
Arbitration of Investors’ Class and Derivative Claims: An Idea Whose Time Has Come?,
presented at the Institute for Law & Economic Policy 17th Annual Symposium on Access to
Justice (co-sponsored by Duke University Law School) (Apr. 8, 2011)
Stalled: Gender Diversity on Corporate Boards, University of Dayton College of Law
Symposium on Perspectives on Gender and Business Ethics: Women in Corporate
Governance (Feb. 25, 2011)
Can Behavioral Economics Inform Our Understanding of Securities Arbitration?, The
University of Tennessee College of Law Behavior and Business Law Conference (Oct. 2,
2010)
Panelist, Developments in Securities Law and Arbitration Law, SECURITIES ARBITRATION
2010 (Practising Law Institute, New York City August 11, 2010)
Experts’ Panel, Mandatory Securities Arbitration, SEC’s Investor Advisory Committee
(May 17, 2010)
The U.S. as Shareholder, The Ohio State University College of Law Symposium on The
Relationship Between American Business and American Government (Mar. 11-12, 2010)
Commentator, Compensation of Plaintiffs in Mass Securities Litigation (April 23-24,
2009), presented by Institute for Law and Economic Policy and University of Iowa College
of Law
Protecting the Retail Investor in Times of Financial Uncertainty, Harold C. Schott Lecture,
University of Cincinnati College of Law (Feb. 24, 2009)
Program Co-Chair and Panelist, Securities Law Seminar, PIABA 2008, 2009 Annual
Meetings (Oct. 22, 2008; Oct. 28, 2009)
Poster Session Presenter, When Perception Changes Reality: An Empirical Study of
Investors’ Views of the Fairness of Securities Arbitration, Conference on Empirical Legal
Studies, Cornell Law School (September 12, 2008) (with Jill Gross)
Panelist, Arbitration Ethics, Plenary Session, PIABA 2007 Annual Meeting (Oct. 18, 2007)
Panelist, Recent Developments in Securities Arbitration,, Securities Law Seminar, PIABA
2007 Annual Meeting (Oct. 17, 2007)
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OTHER PROFESSIONAL EXPERIENCE
FINRA National Adjudicatory Council, Non-Industry Member, 2009-2012. The Council is the
appellate body for disciplinary hearings involving the securities industry.
FINRA/NASD, Arbitrator (Chair-qualified)
Law School Admission Council
Finance and Legal Affairs Committee, 2004-2005, 1997-2001 (Chair, 1998-2001)
Test Development and Research Committee, 1996-97
Association of American Law Schools
Professional Development Committee, 2003, 1998-2001 (Chair, 1999-2001)
ABA/AALS Accreditation
I have served on many ABA-AALS accreditation teams, usually as Chair or AALS Summarian.
EDUCATION
Columbia University Law School. J.D. 1973
Harlan Fiske Stone Scholar, 1971-72; 1972-73
Articles Editor, 1972-73; staff, 1971-72, Journal of Law and Social Problems
Barnard College. B.A. cum laude 1970
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