Wednesday, November 26, 2014

Writing (and grading) Exam Questions

This is the time of year when we craft exam questions and grading grids in anticipation of exams.

Aside from Teaching Law by Design (a fabulous resource that I recommend for all new teachers as a great continuing resource for even those grizzled from years in the trenches), I have used few formal resources to guide my exam writing and grading process. Fortunately, I work with creative, collaborative and generous colleagues who all shared lots of samples and tips when I first started writing exams.  Before committing myself to my Corporations exam this year, I decided to see what is out there to guide exam construction and grading. Finding little that was useful on SSRN or Westlaw, I turned to a broader search, which brought me to a general test instruction guideline produced by Indiana University, aptly titled: How to Write Better Tests.  It had the following information regarding essay exams that serve as a useful reminder about why we are so meticulous in constructing our grading rubrics and creating grading schemes that, to the greatest extent possible, reduce our individual biases.

Consider the limitations of the limitations of essay questions:

1. Because of the time required to answer each question, essay items sample less of the content.

2. They require a long time to read and score.

3. They are difficult to score objectively and reliably. Research shows that a number of factors can bias the scoring:

A) Different scores may be assigned by different readers or by the same reader at different times

B) A context effect may operate; an essay preceded by a top quality essay receives     lower marks than when preceded by a poor quality essay.

C) The higher the essay is in the stack of papers, the higher the score assigned.

D) Papers that have strong answers to items appearing early in the test and weaker answers later will fare better than papers with the weaker answers appearing first.

To combat these common issues the guidelines recommend:

  • anonymous grading (check)
  • grading all responses to question 1 before moving on to question 2, and so on (check)
  • reorganizing the order of exams between questions (check)
  • deciding in advance how to handle ambiguous issues (check, thanks to my grading rubric)
  • be on the alert for bluffing (CHECK!)

If anyone has found a particularly useful resource regarding exam construction and grading, please share in the comments. I am sure everyone would benefit.

Happy Thanksgiving BLPB readers!

-AT

November 26, 2014 in Business Associations, Anne Tucker, Law School, Teaching | Permalink | Comments (1)

Monday, November 24, 2014

Giving Thanks for Motivated and Motivating Students

Turkey_0

Happy Thanksgiving you all!  With my co-blogger colleagues here on the BLPB writing various Thanksgiving posts on retail-related and other holiday-oriented business law issues (here and here), I find myself in a Thanksgiving-kind-of-mood.  I honestly have so much to be thankful for, it's hard to know where to start . . . .  But apropos of the business law focus of this blog, I am choosing today to be thankful for my students.  They make my job really special.

This semester, I have been teaching Business Associations in a new three-credit-hour format (challenging and stressful, but I have wanted to teach Business Associations in this format for fifteen years) and Corporate Finance (which I teach as a planning and drafting seminar).  I have 69 students in Business Associations and ten in Corporate Finance.  I have two class meetings left in each course.

The 69 students in Business Associations have been among the most intellectually and doctrinally curious folks to which I have taught this material.  I have talked to a lot of them after class about the law and its application in specific contexts.  Two stayed after class the other day to discuss statutory interpretation rules with me in the context of some problems I gave them.  This large group also includes a number of students who have great senses of humor, offering us some real fun on occasion in class meetings and on the class TWEN site.  They are not always as prepared as I would like (and, in fact, some of the students have expressed to me their disappointment in their colleagues' lack of preparedness and participation), but they pick up after each other when one of them leaves a mess in his or her wake (volunteering to be "co-counsel" for a colleague--a concept I introduce in class early in the semester).  I enjoy getting up on Monday mornings to teach them at 9:00 am.

Corporate Finance includes a more narrow self-selected group.  Almost all of these students have or are actively seeking a job in transactional or advocacy-oriented business law.  They handed in their principal planning and drafting projects a bit over a week ago, projects that they spend much of the semester working on.  (These substantial written projects are described further in this transcribed presentation.)  Now, each student is reviewing and commenting on a project drafted by a fellow student.  Both the project and the review are constructed in a circumscribed format that I define.  I am excited to read their work on these projects, given the great conversations I have had with a number of them over the course of the semester as they puzzled through financial covenants, indemnification provisions, antidilution adjustments, and the like.  Great stuff.  I teach this class from 1:00 pm to 2:15 pm two days a week--a time in the day when I generally am most sleepy/least enthusiastic to teach.  But these folks ask good questions and seem to genuinely enjoy talking about corporate finance instruments and transactions, making the experience much more worthwhile.

So, I am very thankful for each and all of these 79 students.  I may not feel that way after I finish all the grading I have to do, but for now, I am both grateful and content.  And I didn't consume a single calorie getting there (which is more than I will be able to say Thursday night . . .).  Just looking at the picture at the top of this post makes my stomach feel full and me feel heavier.  Ugh.

November 24, 2014 in Business Associations, Corporate Finance, Joan Heminway, Law School, Teaching | Permalink | Comments (2)

Should the Federal Government Subsidize Law School?

The federal government has a limited amount of money available for student financial aid. Many people believe the size of that financial aid pot should be increased. That may be true but, until that happens, the government should try to allocate the limited funds it has as efficiently as possible. So I ask, should the government be giving that money to law students?

I have great respect for my profession. I think lawyers serve an extremely important function. I’m a strong believer in individual liberty and many of our personal liberties have been preserved through the law and the efforts of lawyers. But it’s hard to argue that the most important issue in the United States today is a shortage of lawyers.

We need more scientists, engineers, mathematicians, and primary care physicians. So why is the government paying for students to major in fields like political science, sociology, and law, just to name a few? Wouldn’t we be better off allocating more money to math and the hard sciences, to give students an incentive to move into those areas? (Or, since many students aren’t prepared to move into those areas, perhaps some of that money needs to be used to improve primary and secondary education in science and math.)

I admit that I financed both my undergraduate political science degree and my law degree in part with federal funds. (When I went to college, I discovered that what I had always considered a liability—my family’s lack of money—was suddenly a benefit.) I was able to pursue my dream with the federal government’s help. But perhaps the government should have encouraged me to be a scientist or engineer. Or, if I really wanted to be a lawyer, to finance that dream myself.

There’s even less money available now than there was when I was a student, back in the days of Aristotle. (Not less in nominal dollars, but less as a percentage of the cost of a higher education.) Because of that, the need to allocate that financial aid money well is even stronger.

I’m a law professor, so even suggesting this is going against my own self-interest. But sometimes self-interest has to yield to national interest.

November 24, 2014 in C. Steven Bradford, Law School | Permalink | Comments (0)

Wednesday, November 19, 2014

Stock Drop Cases, ERISA & Securities Laws

In June 2014, the Supreme Court decided Fifth Third Bancorp v. Dudenhoeffer holding that fiduciaries of a retirement plan with required company stock holdings (an ESOP) are not entitled to any prudence presumption when deciding not to dispose of the plan’s employer stock.  The presumption in question was referred to as the Moench presumption and had been adopted in several circuits.  You may have heard of these cases as the stock drop cases, as in the company stock price crashed and the employee/investors sue the retirement plan fiduciaries for not selling the stock.  The Supreme Court opinion didn’t throw open the courthouse doors for all jilted retirement investors, and limited recovery to complaints (1) alleging that the mispricing was based on something more than publically available information, and also (2) identifying an alternative action that the fiduciary could have taken without violating insider trading laws and that a prudent fiduciary in the same circumstances would not have viewed as more likely to harm the fund than to help it.

The Supreme Court in Fifth Third recognized the required interplay between ERISA and securities laws stating:

 [W]here a complaint faults fiduciaries for failing to decide, based on negative inside information, to refrain from making additional stock purchases or for failing to publicly disclose that information so that the stock would no longer be overvalued, courts should consider the extent to which imposing an ERISA-based obligation either to refrain from making a planned trade or to disclose inside information to the public could conflict with the complex insider trading and corporate disclosure requirements set forth by the federal securities laws or with the objectives of those laws.

The Ninth Circuit decided Harris v. Amgen in October based upon the Fifth Third decision. In Harris, the plaintiffs’ claim alleged a breach of fiduciary duty based on the failure to stop buying additional stock in the ESOP based on non-public information.  The Ninth Circuit found that plaintiffs alleged sufficient facts to withstand a motion to dismiss that defendant fiduciaries were aware (1) of non-public information, which would have affected the market price of the company stock and (2) the stock price was inflated.  These same facts supported a simultaneously-filed securities class action case.

To understand the interplay between securities laws and ERISA fiduciary rules, as established in Fifth Third, one ERISA consulting firm observed that

The Ninth Circuit appeared to reach the conclusion that, if ‘regular investors’ can bring an action under the securities laws based on the failure to disclose material information, then ‘ERISA investors’ in an ERISA-covered plan may, based on the same facts, bring an action under ERISA:

"If the alleged misrepresentations and omissions, scienter, and resulting decline in share price ... were sufficient to state a claim that defendants violated their duties under [applicable federal securities laws], the alleged misrepresentations and omissions, scienter, and resulting decline in share price in this case are sufficient to state a claim that defendants violated their more stringent duty of care under ERISA." 

The Harris opinion invokes a sort of chicken and egg problem.  If the plan had dumped the stock it would have signaled to the market and pushed the share prices lower.  In addressing this concern, however, the Ninth Circuit stated that:

Based on the allegations in the complaint, it is at least plausible that defendants could have removed the Amgen Stock Fund from the list of investment options available to the plans without causing undue harm to plan participants. 

. . . The efficient market hypothesis ordinarily applied in stock fraud cases suggests that the ultimate decline in price would have been no more than the amount by which the price was artificially inflated. Further, once the Fund was removed as an investment option, plan participants would have been protected from making additional purchases of the Fund while the price of Amgen shares remained artificially inflated. Finally, the defendants' fiduciary obligation to remove the Fund as an investment option was triggered as soon as they knew or should have known that Amgen's share price was artificially inflated. That is, defendants began violating their fiduciary duties under ERISA by continuing to authorize purchases of Amgen shares at more or less the same time some of the defendants began violating the federal securities laws.

The argument, in part, is that if Amgen had stopped the ESOP stock purchases it would have signaled to the market regarding price inflation and perhaps prevented the basis for the securities fraud violations harm alleged in the separate suit.

For those who follow securities litigation, there is a potential for investors purchasing in an ESOP to have a secondary and perhaps superior claim for fiduciary duty violations based upon the same facts giving rise to company stock mispricing arising under securities laws.

This raises the question, as one ERISA consulting firm noted,

Are an issuer/plan fiduciary's disclosure obligations to participants greater than its disclosure obligations to mere shareholders? Isn't that letting the ERISA-disclosure tail wag the securities law-disclosure dog – will it not result in the announcement of market-moving material information to plan participants first, before it is announced to securities buyers-and-sellers generally?

I have long been interested in how what happens in the defined contribution (DC) context intersects with what we think of traditional corporate law and how, as the pool of DC investors grows, there will be an ever increasing influence of the DC investor in the corporate law arena.

-AT

November 19, 2014 in Anne Tucker, Corporations, Financial Markets, Law School, Securities Regulation | Permalink | Comments (2)

Friday, November 14, 2014

Curiosity and Obedience

As a relatively new parent, I have been amazed at the insatiable curiosity of our son (19-months old). Like most parents, I think my son is special, but I see this curiosity in most children around his age. These young children want to investigate everything and will try anything. They make a lot of mistakes, but they are constantly learning and they seem to love learning.

Curiosity comes quite naturally. Obedience, however, needs to be taught. 

As a professor, I wish I could bottle my son’s curiosity and feed it to my students.

As a parent, I wish my young son obeyed as well as (most of) my students do. 

But I wonder, do we sometimes trade curiosity for obedience? Sir Ken Robinson has spoken about the problem of schools killing creativity. (Creativity and curiousity are related, I think). As a parent and as a professor, his talk is challenging.

If you are not prepared to be wrong you will never come up with anything original…we are now running national education systems where mistakes are the worst things you can make. We are educating people out of their creative capacities…Picasso once said this, he said that “all children are born artists; the challenge is to remain an artist as we grow up”…we don’t grow into creativity, we grow out of it, or rather we get educated out of it.   

Sir Ken Robinson's talk is somewhat depressing, because much of it rings true. His talk has been watched over 29 million times. Unfortunately, I couldn’t clearly identify his proposed solution. Maybe I need to dig into his more detailed work.

How do we teach discipline (which may be a better goal than mere obedience) without killing curiosity and creativity? I do not think discipline and curiosity are mutually exclusive, but they seem to be in tension a fair bit. As a parent, I am already terrified that my son will lose his curiosity. As a professor, I want to help my students recapture theirs.   

Any thoughts would be appreciated. 

November 14, 2014 in Business School, Haskell Murray, Law School, Teaching | Permalink | Comments (2)

Thursday, November 13, 2014

What do lawyers and judges need to know about LLCs?

Understandably, business law professors get upset when people who should know better- judges for example- mischaracterize LLCs. I say we should be even more angry at the law clerks drafting the opinions. Many judges had no exposure to LLCs in law school but clerks graduating today certainly have. 
 
Given the ubiquity of LLCs now, I was surprised to learn that among the many outstanding CALI (Computer-Aided Legal Instruction) lessons, there are none on LLCs. (Hat tip to co-blogger Steve Bradford- my students love him now). I have volunteered to work on at least one and maybe more in the coming months. I canvassed some colleagues for their must-haves for these LLC lessons. In no particular order, here's the current list:
 

1) Difference between LLCs, corporations and partnerships 

2) Del. and ULLCA coverage of fiduciary duties, and especially the issue of contractual waiver and default 

3) Ease of formation
 
4) Expense of formation
 
5) Ease of maintenance    
 
6) Expense of maintenance
 
7) Restrictions re. business purpose or activity
 
8) Continuity of life/limitations on existence
 
9) Label for/characteristics (incl. transferability) of ownership interests
 
10) Restrictions re. owners (number, type, or other)
 
11) Authority to bind/create liability for the firm
 
12) Personal liability of owners to outsiders
 
13) Form of management/rights to manage
 
14) Existence/characteristics of monitoring managers/board of directors
 
15) Other (additional governance rules, rights, obligations, etc.)
 
16) Entitlement to income and assets
 
17) Liability for taxes and other governmental obligations
 
18) How investors can get money OUT of an LLC
 

19) No right to distributions, and no right to vote for distributions if manager-managed

20) No right to salary or employment

21)  Taxable liability for LLC membership

22) Exit rights—voluntary withdrawals vs. restricted withdrawals, and whether or not that comes with the ability to force the return of an investment or a new status as a creditor of the LLC

23) Liability for improper distributions

24) Veil piercing, particularly given the lack of corporate formalities

I would love some feedback from practitioners as well. What do law students and practicing lawyers need to know about LLCs? What's missing from this list? What should I get rid of? Please feel free to comment below or to email your thoughts to mnarine@stu.edu

 

 

 

November 13, 2014 in Business Associations, C. Steven Bradford, Corporate Personality, Corporations, Delaware, Law School, LLCs, Marcia Narine, Partnership, Teaching, Unincorporated Entities | Permalink | Comments (1)

Tuesday, November 11, 2014

Better Teaching Idea: Try to Notice When the Wind Is at Your Back

About four years ago, despite decades of actively avoiding the idea, I started running. I am no Forrest Gump, but I run 3.5 miles on a reasonably regular basis– usually four or five times a week, sometimes more, and rarely less.   My primary running locations, North Dakota and then along the Monongahela River in West Virginia, are both quite windy.  The North Dakota winds so are significant, that they can mimic hills, which is what allowed cyclist Andy Hampsten to train for hills in “one of the flattest areas in the world.” 

I do a lot of out-and-back runs – out 1.75 miles and back along the same route.  During such runs, I often notice a similar phenomenon: I may not have any idea it’s windy if the wind is at my back when I start running.  When I get to my turnaround, though, I find a stiff wind in my face. This happens enough that I should probably figure out it is windy before I get to the turnaround, especially since it can lead to a faster pace on the way out, but I still rarely notice.  I just think I’m having a good pace day.

In contrast, it’s pretty hard to miss when the wind is in your face.  Everything feels hard. Everything feels sluggish and slow.  And it feels like, all of a sudden, you have barriers in your way. 

During these runs, it often makes me think about how many other places (in the figurative sense) this happens.  We all have our challenges, and we often have much to overcome.  But some have more challenges than others.  Because our individual challenges are real, it can be easy to miss that we may have fewer challenges than other people have.  

The things that are barriers to our goals are sometimes obvious to us. For example, as those in the current job hunt for a law professorship likely know, a lack of a top-14 law degree can be a significant limit on the number of options one might have entering the legal academy.  It certainly felt like a barrier to certain jobs when I was on the market, anyway. 

Because of that, it would be easy to discount other benefits I have because of who I am. I grew up in a safe neighborhood with good schools.  I am a white male, which means people have expectations for me that are different than others.  There is a level of presumed competence.  And, comparatively, presumed authority and ability.  If there's no more text visible, please click below to read the whole post. 

Continue reading

November 11, 2014 in Ethics, Joshua P. Fershee, Law School, Teaching | Permalink | Comments (2)

Monday, November 10, 2014

Nightmare in Law Review Land . . . .

As some of you know, I have been a defender (although perhaps not a staunch one) of student-edited law reviews as a good learning experience for students.  I have worked with students in ways that I really have enjoyed over the years.  I also have had some lousy experiences.  But even I admit that between the overwhelmingly negative blog commentary  (to which I now add), including posts here and here by Steve Bradford here on the BLPB, and the experiences I relate here, I am having trouble sustaining my support for student-edited journals . . . .

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November 10, 2014 in C. Steven Bradford, Joan Heminway, Law School | Permalink | Comments (10)

Friday, November 7, 2014

A Few Law Listservs

 I subscribe to a few helpful law-related listservs:

All of these listservs provide useful information, through the helpful e-mails from the participants. Especially for those of us at business schools, where we do not have many legally trained colleagues, access to the collective wisdom of those on the listserv is invaluable. Occasionally, however, the listservs produce an avalanche of uninteresting e-mails. The LLC listserv allows the option of getting a single weekly digest of the discussion, which I prefer, though the Yahoo! formatting of the digest is unattractive and cumbersome.

What law-related listservs do you enjoy? Any thoughts on the best (free) platform for listservs?

November 7, 2014 in Business School, Haskell Murray, Law School, LLCs, Negotiation | Permalink | Comments (0)

Friday, October 31, 2014

Two Law Review Exclusive Submission Windows

At least two law reviews currently have exclusive submission windows. See below for details.

Exclusive submission windows seem like a good idea, in general, and more law reviews seem to be using them recently. Most of the traditional peer reviewed journals already require exclusive submissions and it is nice to see some law reviews following along. The exclusivity requirement should cut down, substantially, on the number of submissions, allowing for a more thorough review. Exclusivity will also likely lead to some helpful self-selection because professors will not want to submit to a journal that is either too far above their target (unlikely to be accepted, which will delay their process) or below their target (may be accepted and they will be prevented from trading up). 

I still think more law journals should move to blind review, which these exclusive submission window announcements do not promise, but the fact that exclusive submission windows cut submissions to a manageble number is important as well. While law review websites usually say the editors review each submitted article carefully, I find that unlikely when some of those law reviews get 2,000 or more submissions. The editors don't even have time to read each abstract carefully. 

The promised information about the exclusive submission windows is below.

The University of Memphis Law Review:

The University of Memphis Law Review has 3 immediate openings for submissions for publication in issue 3 of this year's volume, which will be published in April 2015. The Editorial Board is looking for authors willing to submit exclusively to The University of Memphis Law Review in return for a guaranteed quick and thorough review and response (not later than four days after receipt). This expedited, exclusive review will be open until November 8, 2014.  Articles may be submitted after this date, however there is not guarantee of an expedited response and open slots will be filled on a first-come basis.

 

Please direct submissions to Nick Margello at lawreview_editorinchief@memphis.edu and include the subject line “Exclusive Review.” No specific topics are requested, but the Law Review seeks timely, relevant articles between 7,000-18,000 words in the text. The University of Memphis Law Review  has an excellent staff that works professionally with authors and consistently meets its own strict deadlines.  If you have an article looking for a placement, please consider sending it along. Thanks for your interest.

The Kentucky Law Journal (h/t Faculty Lounge):

The Kentucky Law Journal is opening an exclusive submission window for articles until November 14, 2014, at 5:00 PM EDT. All papers submitted during this window will be reviewed for publication in Volume 103, Issue 4, set for publication in Spring 2015. By submitting your article during this window, you agree to accept a publication offer, should one be extended. This window is available for articles on all topics, including articles previously submitted to the Kentucky Law Journal, though resubmission will be required. Submissions should be between 15,000 and 25,000 words with citations meeting the requirements of The Bluebook.

 

Submissions should be sent via email to chrisheld.klj@gmail.com. Please include your article, a copy of your C.V. and a short abstract or cover letter.

October 31, 2014 in Call for Papers, Haskell Murray, Law School | Permalink | Comments (0)

Wednesday, October 29, 2014

Dean Search: WVU College of Law

The West Virginia University College of Law is seeking applications and nominations to replace our former dean, Joyce McConnell, who is now the provost of the University. The College of Law just completed the addition of a new wing (part of a $26 million infrastructure project), and has made significant and exciting progress. We're seeking a dean who can help continue that trend.  

WVUSunrise
Sunrise at WVU College of Law

 

Admitting my bias, WVU is a great place to be. It's beautiful, especially in the fall, and we have access to much more than many people recognize.  In addition to a solid opportunities to enjoy music and the arts in Morgantown, we're a lot closer to other areas of interest, if big city access is desired. We're 75 miles to Pittsburgh; about 3 hours and 15 minutes to Baltimore, Washington, DC, and Cleveland, OH; 6 hours to New York City; a little less to Niagara Falls; 5 hours to Philadelphia, PA, and Lexington, KY. You get the idea.  

Sunset
Sunset at the WVU College of Law

The posting is below. Please apply if you are interested, and please share this with anyone else you think might be interested.  And, of course, please feel free to contact me directly with any questions. 

http://employmentservices.hr.wvu.edu/wvu_jobs/non-classified_positions/dean-of-the-west-virginia-university-college-of-law

The full posting is available at the link above or just click the button below. 

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October 29, 2014 in Joshua P. Fershee, Law School, Teaching | Permalink | Comments (0)

Monday, October 20, 2014

14th Annual Transactional Clinic Conference - April 24, 2015

The following announcement comes to us from Alicia Plerhoples (Georgetown).  The 14th annual transactional clinic conference will be held at UMKC School of Law in Kansas City, Missouri and the Ewing Marion Kauffman Foundation is serving as a host partner. Proposals are due by December 15, 2014 and more information about the conference is available after the break.

14TH ANNUAL TRANSACTIONAL CLINICAL CONFERENCE

CALL FOR PROPOSALS, PAPERS, & PANELISTS

Teaching and Writing Methods of the Transactional Clinician

This year’s conference theme is Teaching and Writing Methods of the Transactional Clinician. The conference will have two tracks: (1) a “Nuts & Bolts” Teacher Workshop and (2) a “Pen & Paper” Scholarship Workshop. The Planning Committee seeks proposals for (1) presentations, (2) papers, and (3) panelists as outlined below.   

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October 20, 2014 in Call for Papers, Conferences, Haskell Murray, Law School | Permalink | Comments (0)

Friday, October 17, 2014

Alison Lundergan Grimes and Public Speaking Classes

256px-Alison_Lundergan_Grimes

(Photo courtesy of Wikimedia Commons, by Patrick Delahanty from Louisville, United States)

Alison Lundergan Grimes and I both graduated from Rhodes College, a small liberal arts college in Memphis, TN. I have not spoken to Alison since college, so I was surprised to see her mentioned on CNN a number of weeks ago as the democratic nominee for U.S. Senator from Kentucky. Since then, she has been in the news quite a bit. She will face Minority Leader Mitch McConnell, in what has turned into one of the hotter Senate races this year.    

Even in college I did not know Alison well, but we did take a public speaking class together. Alison was the type of student who was often in a suit and pearls in class, while I wore flip flops year-round and whatever wrinkled, Goodwill-purchased clothes were the most clean. She was a Chi Omega (easily the most refined group on campus), and I was a part of the football team for all four years (if there was a rowdier group on campus than the football team, it was the rugby club, which I joined because my playing time on the football team was minimal).

The public speaking class that Alison and I took together was definitely one of the most practical classes I took. Each student gave short speeches almost every day, and we were video-taped. We then watched and critiqued the videos as a class. Almost all of us had at least a few nervous habits, but we all appeared to break them after our nervous habits were seen on the screen and pointed out in front of the entire class. It was all quite embarrassing, but effective. I think there were only about a dozen of us in the class, which made this sort of personal attention possible. Our final exam was a presentation to an audience of 100 or more people, and our professor had lined up enough options for each of us, which must have taken a lot of time to organize. 

I had some opportunities to do public speaking in law school. I know those who competed in moot court and trial advocacy had even more opportunities, but I think we should try to give our students even more chances to hone their public speaking skills. Regardless of post-graduation job, almost all students will need public speaking skills, even if their audiences are small. I try to include student presentations in as many of my classes as I practically can.   

While we can all work public speaking into at least some of our classes, a required class fully dedicated to public speaking might be worthwhile. Do any law schools do this? I know public speaking is usually a part of a legal writing or litigation class, but I have not heard of a required course devoted specifically to public speaking.

Update: I should note that Alison is also legally trained. She is a graduate of American University's Washington College of Law.

October 17, 2014 in Business School, Haskell Murray, Law School, Teaching | Permalink | Comments (6)

Thursday, October 16, 2014

Comment from the Student Archives- the Real Housewives Make an Appearance in Business Associations

I plan to write a more traditional blog post later if I have time, but I am in the midst of midterm grading hell. I was amused today in class when a student compared the drama of the Francis v. United Jersey Bank case with the bankruptcy, bank, and mortgage fraud convictions of husband and wife Joe and Teresa Guidice from the reality TV hit the Real Housewives of New Jersey.

I had provided some color commentary courtesy of Reinier Kraakman and Jay Kesten’s The Story of Francis v. United Jersey Bank: When a Good Story Makes Bad Law, and apparently Mrs. Pritchard’s defenses reminded the student of Teresa Guidice’s pleas of ignorance. Other than being stories about New Jersey fraudsters, there aren’t a lot of similarities between the cases. Based on my quick skim of the indictment I don’t think that Teresa served on the board of any of the companies at issue--Joe apparently had an LLC and was the sole member, and the vast majority of the counts against the couple relate to their individual criminal conduct. In addition, Teresa is also going to jail, and no one suffered that fate in United Jersey. But luckily, she may see a big payday from a purported book deal and reality TV show spinoff after she’s out, possibly disproving the adage that crime doesn’t pay.

 

October 16, 2014 in Business Associations, Corporations, Current Affairs, Ethics, Law School, LLCs, Marcia Narine, Teaching, Television | Permalink | Comments (0)

Tuesday, October 7, 2014

Georgetown University Law Center - Transactional Clinic

Georgetown University Law Center invites applicants interested in establishing and teaching in a transactional clinic.  This position is tenure track. The successful applicant will begin on July 1, 2015.  Georgetown seeks to add to its spectrum of business related clinics. Currently we offer clinics that teach business formation in the field of social entrepreneurship, community development and strategic planning, and that assist low income residents in the acquisition, renovation, and operation of their buildings as long-term affordable housing.

At Georgetown Law, professors dedicated to clinical teaching are fully integrated into the faculty. Both entry level and lateral hires are urged to apply. The person selected for this position would join our large clinical community, develop the clinic, be assisted by a clinical fellow and teach the clinic each semester.

The successful applicant will have a strong commitment to promoting access to justice and a demonstrated interest in nurturing student development.  Candidates must demonstrate intellectual engagement including scholarly promise (for entry-level candidates) or be a proven scholar (for lateral candidates).  Successful applicants will also have subject-matter expertise and a positive reputation in the field, the communication, organizational and collaborative skills necessary to direct and manage a clinic and a commitment to teaching clinically over the long term. Georgetown values excellent teaching and a successful applicant will have pedagogical skills, creativity, and enthusiasm for the academic endeavor.  This law school is committed to diversity, and candidates of diverse backgrounds are encouraged to apply.

Please send a resume, including the names of references and a statement of interest to Hope Babcock, the Chair of the Clinical Subcommittee of the Appointments Committee. Her email is Babcock@law.georgetown.edu.

[Posted at the request of Haskell Murray, who is traveling today.]

October 7, 2014 in Haskell Murray, Joan Heminway, Jobs, Law School | Permalink | Comments (0)

Monday, October 6, 2014

Cover Letters for Legal Job Applications

As on-campus interviews slow down, a lot of students now are coming to me looking for cover letter advice.  Since co-blogger Haskell Murray more-or-less asked me to write on this topic in response to a comment on his super post on resumes and interviews, I thought I would take the bait.  My principal thoughts on the subject are set forth below the fold.  Some of my observations and elements of my advice are conservative and anally compulsive, I know.  But consider the source:  I worked in Big Law for fifteen years before I started teaching law and served on a number of office hiring committees over that time. 

Thee are many good websites out there on cover letter drafting.  Most of the advice they give is good, but it is somewhat varied.  There are some things common and traditional in law job cover letters that may help students sift through the Internet prattle and settle on specific approaches.  That's the overlay I hope to offer here.

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October 6, 2014 in Joan Heminway, Law School | Permalink | Comments (4)

Friday, October 3, 2014

Loyola Law School, Los Angeles - Director of Business Law Practicum

LLS

Elizabeth Pollman (Loyola, Los Angeles) notified us that Loyola Law School, Los Angeles is hiring for an Associate Clinical Professor of Law/Director of the Business Law Practicum.

The details are below the break.

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October 3, 2014 in Haskell Murray, Jobs, Law School | Permalink | Comments (0)

Law Professor Positions - Business Law Areas

Earlier, I posted a list of legal studies positions in business schools.

Today, I decided to go through the helpful PrawfsBlawg spreadsheet on hiring committees to draw out the law schools that listed at least one business law area of interest. The PrawfsBlawg spreadsheet is a few months old, so it is possible that the schools' needs have changed somewhat in the interim. Also, many schools did not list any specific areas of interest, but hopefully this list is still helpful to our readers.

If readers know of any other law schools that have an interest in hiring in one or more business law areas, please leave the school name in the comments (with a link to the posting, if possible) or send me an email. Updated positions (that are not on the PrawfsBlawg list) will include a link to the posting, if possible. 

Updated 10/18/14

Alabama (business law)

Belmont (business law)

California Western (business associations)

Campbell (financial regulation)

Detroit Mercy (business law)

Florida A&M (business law)

Florida State (business law)

Fordham (international economic law)

Georgetown (transactional clinic, tenure track)

Loyola (Los Angeles) (associate clinical professor/director of business law practicum)

Maryland (business law)

North Carolina (corporate finance, international business transactions)

UMKC (business law, entrepreneurship) 

West Virginia (entrepreneurship clinic)

Wyoming (business law)

October 3, 2014 in Haskell Murray, Jobs, Law School | Permalink | Comments (1)

Fuller on Teaching Law

I am back teaching law students again this semester, in addition to teaching business school students. Last class, I did my "mid-course" teaching evaluations in the law school, which I do voluntarily each semester to gauge how the courses are going for the students. Almost always, I pick up on some important trends from the responses. One somewhat frustrating thing, however, is that students often want contradicting things. (e.g., "the previous class review is extremely helpful" and "the previous class review is a complete waste of time.")

The Lon Fuller quote below, from his article On Teaching Law, 3 Stan. L. Rev. 35, 42-43 (1950), helped me realize that some of the contradition, even within the same individual, is natural and expected.

Herein lies a dilemma for student and teacher. The good student really wants contradictory things from his legal education. He wants the thrill of exploring a wilderness and he wants to know where he stands every foot of the way. He wants a subject matter sufficiently malleable so that he can feel that he himself may help to shape it, so that he can have a sense of creative participation in defining and formulating it. At the same time he wants that subject so staked off and nailed down that he will feel no uneasiness in its presence and experience no fear that it may suddenly assume unfamiliar forms before his eyes.

 

No teacher is skillful enough to satisfy these incompatible demands. I don't think he should try. Rather he should help the student to understand himself, should help him to see that he wants (and very naturally and properly wants) inconsistent things of his legal education. Much frustration will be avoided if the student realizes that an unresolved antinomy runs through his education, and that this antinomy cannot be resolved so long as men want of life, as they do of the preparation for life called education, both security and adventure.

October 3, 2014 in Haskell Murray, Law School, Teaching | Permalink | Comments (0)

Thursday, October 2, 2014

What Would Business Associations Students Do If They Were Shareholders?

For the second time, I have assigned my BA students to write their own shareholder proposals so that they can better understand the mechanics and the substance behind Rule 14-a8. As samples, I provided a link to over 500 proposals for the 2014 proxy season. We also went through the Apple Proxy Statement as a way to review corporate governance, the roles of the committees, and some other concepts we had discussed. As I reviewed the proposals this morning, I noticed that the student proposals varied widely with most relating to human rights, genetically modified food, environmental protection, online privacy, and other social factors. A few related to cumulative voting, split of the chair and CEO, poison pills, political spending, pay ratio, equity plans, and other executive compensation factors.

After they take their midterm next week, I will show them how well these proposals tend to do in the real world. Environmental, social, and governance factors (political spending and lobbying are included) constituted almost 42% of proposals, up from 36% in 2013, according to Equilar. Of note, 45% of proposals calling for a declassified board passed, with an average of 89% support, while only two proposals for the separation of chair and CEO passed. Astonishingly, Proxy Monitor, which looked at the 250 largest publicly-traded American companies, reports that just three people and their family members filed one third of all proposals. Only 4% of shareholder proposals were supported by a majority of voting shareholders.  Only one of the 136 proposals related to social policy concerns in the Proxy Monitor data set passed, and that was an animal welfare proposal that the company actually supported.

I plan to use two of the student proposals verbatim on the final exam to test their ability to assess whether a company would be successful in an SEC No-Action letter process. Many of the students thought the exercise was helpful, although one of the students who was most meticulous with the assignment is now even more adamant that she does not want to do transactional law. Too bad, because she would make a great corporate lawyer. I have 7 weeks to convince her to change her mind. 

October 2, 2014 in Business Associations, Corporate Finance, Corporate Governance, Corporations, Current Affairs, Financial Markets, Law School, Marcia Narine, Securities Regulation, Teaching | Permalink | Comments (0)