Monday, November 21, 2016
Thanks to all who responded to my query two weeks ago on teaching corporate fiduciary duties. I continue to contemplate your suggestions as I recover from the cold that has consumed me now for a week. Don't catch this version of the common cold! It's a bear.
Anyway, the weekend after I published that post, I presented at a super symposium on shareholder rights at the University of Oklahoma College of Law--"Confronting New Market Realities: Implications for Stockholder Rights to Vote, Sell, and Sue," hosted by the Oklahoma Law Review. (I spoke on rights to sell securities purchased in an offering exempt from registration under the CROWDFUND Act, Title III of the JOBS Act.) Although it was not part of the formal agenda for the symposium, I got a chance to chat informally with a group of folks at and after the conference, including our host, Megan Shaner, along with Jessica Erickson, Gordon Smith, and Vice Chancellor Travis Laster from the Delaware Chancery Court (among others) about fiduciary duty complexity. All, even the Vice Chancellor, had sympathy, offering ideas for simplifying corporate fiduciary duty law (as opposed to merely the teaching of it) that made sense. And it seems that among those of us in the academy, there are many ways this material currently is taught in an introductory Business Associations/Organizations or Corporations course.
Of course, I am not the only one worried about teaching the law of business associations. In extended discussions on the topic, co-blogger Marcia Narine raised a great question. In general, she asked how one might teach business associations law to a relatively small class. I understand that she in the past has taught 60-75 students in a four-credit-hour course. That's similar to my situation at UT Law. I typically teach up to 72 students (although I teach a three-credit-hour-course). But in the future, Marcia may teach as few as 30 students in her four-credit-hour offering.
She noted that she doesn't want to overburden the students or herself, but she wants to think about doing things differently. She floated the idea of more peer grading. I suggested in response that my oral midterm exam becomes more palatable in a smaller class. I also noted that I would generally use more skills training in that environment and maybe even introduce current events or group presentations (2-3 students in each group) over the course of the semester. But I also allowed as how I wouldn't try too many things all at once. In fact, I noted that she might be better off just deepening what she already does that works.
What ideas do you have? Do some of you teach a Business Associations class that includes as few as 30 students? Do you use any specific pedagogies or tools that may be especially useful in a course like Business Associations/Organizations--a basic doctrinal upper-division course--when taught to a 30-student class? Do you have any tricks of the trade you would feel comfortable offering? If so, please post them in the comments.
In other Business Associations teaching news, I requested and have received permission to increase my Advanced Business Associations offering to three credit-hours from two. This is great news. I use this course to focus in more on publicly held and closely held firms, business combinations, derivative and securities litigation, and social enterprise and corporate social responsibility topics. I ask the students to describe and assess the interaction among policy, theory, doctrine, and practice skills in corporate governance. I like to have the students read full cases and law review articles, in addition to teaching text and excerpts. (And I now plan to add Ann Lipton's new book chapter to the reading list this spring for the part of the course in which we cover the importance of bylaw amendments to contemporary corporate governance. Great timing.)
Bottom line? The course, structured this way, just felt too densely packed with only two hours per week of teaching time. So, my last two-credit-hour version of the course will be taught this spring. Then, I will revamp the syllabus to add the extra credit-hour for 2018. Interestingly, it was my students who came to me originally asking for the change, because they wanted to pause more over some of the material. I did, too. So, now I am not worried about this any more. One thing to take off the ever-growing list of Business Associations teaching worries . . . .