Monday, February 24, 2014
The following announcement of the Mid-Atlantic Academy in Legal Studies in Business ("MAALSB") Annual Conference on March 21-22, 2014 comes to us from MAALSB President Stacey B. Lee (John Hopkins). The conference will be held at Johns Hopkins Carey Business School, 100 International Drive, Baltimore, MD 21202 (pictured below).
Papers submitted by March 1, 2014 are eligible for publication in the Atlantic Law Journal and a Best Paper cash award. Conference attendance is not required for journal submissions. For more information, please check the ALSB website’s link to MAALSB, or contact Stacey B. Lee, President at email@example.com.
More registration information is available here.
Sunday, February 23, 2014
My co-blogger Haskell Murray recently posted “Religion, Corporate Social Responsibility, and Hobby Lobby” and asked me to respond, which I am happy to do. I will admit that I am still developing my thoughts on the issues raised by Haskell’s post, so what follows is a bit jumbled but still gives a sense of why I currently oppose for-profit corporations being permitted to evade regulation by pleading religious freedom (if you have not read Haskell’s post, please do so before proceeding):
1. Corporate power threatens democracy. Corporations and other limited liability entities have been controversial since their creation because, among other things, the combination of limited liability, immortality, asset partitioning, etc., makes them incredible wealth and power accumulation devices. Of course, on the one hand, this is precisely why we have them – so that investors are willing to contribute capital they would never contribute if they risked being personally liable as partners, and thus unique economic growth is spurred, a rising tide then lifts all ships, and so on. On the other hand, because of their unique ability to consolidate power, corporations are aptly considered by many to be one of Madison’s feared factions that threaten to undermine the very democracy that supports their creation and growth:
Besides the danger of a direct mixture of religion and civil government, there is an evil which ought to be guarded against in the indefinite accumulation of property from the capacity of holding it in perpetuity by ecclesiastical corporations. The establishment of the chaplainship in Congress is a palpable violation of equal rights as well as of Constitutional principles. The danger of silent accumulations and encroachments by ecclesiastical bodies has not sufficiently engaged attention in the U.S.
[More after the break.]
February 23, 2014 in Business Associations, Constitutional Law, Corporate Governance, Corporations, Current Affairs, Financial Markets, Food and Drink, Haskell Murray, Religion, Social Enterprise, Stefan J. Padfield | Permalink | Comments (3)
Saturday, February 22, 2014
At its Friday conference, the Supreme Court considered the cert petition filed in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, concerning the definition of “falsity” under the securities laws when the relevant statement expresses a matter of opinion, rather than objective fact. I think the Court will likely deny this particular petition, but the issue is a critical one that will have to be resolved sooner or later.
[More discussion under the cut - click to read]
Friday, February 21, 2014
From the Faculty Lounge:
The New York Law School Law Review is calling for papers to be published in connection with its April 25, 2014 symposium, Combating Threats to the International Financial System: The Financial Action Task Force.
Although this symposium will specifically address the Financial Action Task Force, the symposium's companion Law Review publication will broadly examine contemporary threats to the international financial system, such as money laundering and terrorist financing. In examining these issues, the publication will address how these threats have been responded to in the past, as well as how they should be responded to at the international, federal, and state levels in the future.
The Law Review is currently accepting abstracts for papers to be considered for publication in the spring of 2015. To be considered for publication, please send by March 28, 2014 an abstract of no more than 500 words in MS Word format, accompanied by a CV, to Editor-in-Chief G. William Bartholomew at firstname.lastname@example.org.
Final papers will be due June 13, 2014, and may not exceed 35 pages in length (double-spaced, including footnotes). Details on the symposium are here.
Professor Stephen Bainbridge made me aware of Keith Paul Bishop's post entitled:
I was shocked because the [law professor] brief constitutes a frontal assault on corporate social responsibility. For example, the law professors make the following apocalyptic claim: "If this Court were to agree that, as a matter of federal law, shareholders holding a control bloc of shares in a corporation may essentially transfer their [social responsibility] beliefs to the corporation, the results could be overwhelming." Ok, I substituted “social responsibility” for “religious”. However, if the transfer of stockholder religious beliefs to the corporation would be “overwhelming”, why wouldn’t the same be true of beliefs regarding climate change, the environment, or other beliefs animating the corporate social responsibility movement?
Two of my co-bloggers signed the law professor brief in the Hobby Lobby case that Bishop discusses, so they are probably better suited to respond, but I will provide a few thoughts.
One distinction, between the Hobby Lobby case and CSR, that may be quickly raised is addressed in section II.C of the law professor brief. Hobby Lobby is attempting to use religion to avoid legal obligations. There may be situations where companies argue they should be able to avoid legal obligations because of "beliefs regarding climate change, the environment, or other beliefs animating the corporate social responsibility movement" but none spring immediately to mind.
While the parade of horribles in the second section of the law professor brief might prove compelling, the entire first section (over half of the argument) would be seriously damaged if Hobby Lobby's articles of incorporation were amended to express the religious stance of the company. The first section of the brief focuses on treating the corporation as a separate entity, distinct from its owners. It seems, however, that Hobby Lobby's owners could amend the corporation's articles to endow the corporation with its own, separate and distinct, religious views.
As I have previously mentioned, Hobby Lobby could have helped its chances in this case by converting to some form of for-profit benefit corporation and being specific about its religious views in its articles of incorporation. The Delaware Public Benefit Corporation ("PBC") statute makes the ability to maintain a religious purpose in a PBC explicit when it defines "public benefit" as "a positive effect (or reduction of negative effects) on 1 or more categories of persons, entities, communities or interests (other than stockholders in their capacities as stockholders) including, but not limited to, effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific or technological nature." (emphasis added) According to Delaware's PBC law, each PBC must include at least one "specific public benefit" within its statement of purpose.
I am interested in any additional thoughts on this topic, and am eagerly awaiting Professor Bainbridge's promised full response to the law professor brief (and any responses to his response).
On March 3, I plan to start my spring break by speaking at Western Carolina University. I will be speaking on the various social enterprise statutes—Benefit Corporations, Benefit LLCs, Public Benefit Corporations, Flexible Purpose Corporations, Social Purpose Corporations, and L3Cs—with a special focus on my recent research surrounding Delaware's new (as of August 1, 2013) Public Benefit Corporation law.
Western Carolina University has a major in Business Administration and Law and I understand that a number of students from that undergraduate program will be in attendance.
Many thanks to Professor Melissa English for inviting me. I love the mountains of North Carolina and always enjoy sharing my research.
Thursday, February 20, 2014
Our BLPB group has had a number of email discussions recently about the use of social media including blogs, Facebook, LinkedIn and Twitter for professional purposes. My home institution has discussed the same topic and even held a “training” session on technology in and outside of the classroom. Because I am a heavy user, I volunteered to blog about how I use social media as a lawyer and academic in the hopes of spurring discussion or at least encouraging others to take a dip in the vast pool of social media.
Although I have been on Facebook for years, I don’t use that professionally at all. I also don’t allow my students to friend me, although I do know a number of professors who do. I often see lawyer friends discussing their clients or cases in a way that borders on violations of the rules of professional conduct, and I made sure to discuss those pitfalls when I was teaching PR last year.
I have also used LinkedIn for several years, mainly for professional purposes to see what others in my profession (at the time compliance and privacy work) were thinking about. I still belong to a number of LinkedIn groups and have found that academics from other countries tend to use LinkedIn more than US professors. I have received a number of invitations to collaborate on research just from posts on LinkedIn. I also encourage all of my law students to join LinkedIn not only for networking purposes, but also so that they can attract recruiters, who now use LinkedIn almost as often as they use headhunters. When I blog, I link my posts to LinkedIn, which in turn automatically posts to Twitter.
I admit that I did not like Twitter at first. I now have three Twitter accounts- follow me at @mlnarine. I started using Twitter when I was a deputy general counsel and compliance officer and I followed law firms and every government agency that was online that regulated my industry. The government agencies were very early to the Twitter game and I once learned about a delay in the rollout of a regulation via Twitter a full week before my outside counsel who was working on the project informed me.
I also use the hashtag system (#) to see what others are saying on topics that hold my interest such as #csr (corporate social responsibility and unfortunately also customer service rep), #socent for social enterprise, #corpgov for corporate governance, and #Dodd-Frank and #climatechange (self explanatory).
I make an effort to tweet daily and am now an expert in trying to say something useful in 140 characters or less (being on yearbook staff in high school and counting characters for headlines made this a breeze for me). I re-tweet other tweets that I believe may be of interest to my followers or links to articles, and often gain new followers based on what I have chosen to tweet, largely because of my use of hashtags. In fact, after a marathon tweeting session following the Dodd-Frank conflict minerals oral argument before the DC Circuit Court of Appeals, I received four calls from the press for interviews, a nice, unexpected benefit of trying to educate my followers. Often when I attend conferences, such as last week’s ABA meeting or the UN’s Business and Human Rights Forum, the organizers develop a hashtag so that those who cannot attend in person can follow the proceedings through tweets and the attachments to those tweets.
The best part of twitter is that I met fellow blogger, Haskell Murray because of one his tweets and that led to an invitation to speak at a conference. Haskell has published a useful list of business law professors on Twitter so if you’re not on his list, let us know and we will update it.
Next week I will post about the benefits or perils of blogging, especially for someone new to academia.
February 20, 2014 in Business Associations, Anne Tucker, Conferences, Corporate Governance, Corporations, Current Affairs, Entrepreneurship, Ethics, Haskell Murray, Marcia L. Narine, Social Enterprise, Stefan J. Padfield, Teaching, Web/Tech | Permalink | Comments (0)
Wednesday, February 19, 2014
Today, I am highlighting the CLEAF Junior Faculty Workshop, which took place at George Washington earlier this month. Applicants submitted unpublished papers in the fall, and if accepted were invited to attend the workshop in February. Each paper was assigned 2 readers who specialize in the subject matter of the paper. The experts ranged from senior legal scholars, to interdisciplinary scholars, to lawyers in the field. The 2-day workshop dedicated an hour to each paper, soliciting the formal comments of the assigned readers and a discussion from the larger group.
If time is money, the 2 days at the workshop were a great investment. I had the opportunity to connect, personally and professionally with both junior and senior scholars in the field in a way that felt more comfortable and more productive than in other foras. For me, it also provided tailored feedback on my project (which I am now furiously incorporating), and it also forced me to spend 2 days thinking about scholarship in terms of publication goals, audience goals, forms of proof, preference of presentation and other aspects of writing that never seem to get the attention they deserve when I am puzzling through how to present a persuasive argument in written form.
Part of the obstacles of calls for papers is whether or not you have a project in the pipeline. For junior scholars (i.e., folks who are going up for tenure next year or more junior), seriously consider participating in this workshop next year. It would be the perfect polish on a piece in advance of the spring 2015 submission cycle complete with fancy vanity note additions and confidence-boosting vetting.
The list of presenters, papers, and readers is available Download GW Junior Faculty Workshop 2014 Schedule1.
Tuesday, February 18, 2014
This conference is worth a look, with some great people (and great teachers), including Michael Hunter Schwartz. It's relevant to all disciplines, though judging by the AALS panel I attended in January, for the section on Agency, Partnership, LLCs, and Unincorporated Associations, titled "Effective Methods for Teaching LLCs and Unincorporated Business Arrangements," a lot of people in the in the business area have been particularly focused on assessment and outcomes for their students. BLPB's own Anne Tucker, for one.
Assessment Across The Curriculum
Institute for Law Teaching and Learning
Spring Conference 2014
Saturday, April 5, 2014
“Assessment Across the Curriculum” is a one-day conference for new and experienced law teachers who are interested in designing and implementing effective techniques for assessing student learning. The conference will take place on Saturday, April 5, 2014, at the University of Arkansas at Little Rock William H. Bowen School of Law in Little Rock, Arkansas.
Conference Content: Sessions will address topics such as
· Formative Assessment in Large Classes
· Classroom Assessment Techniques
· Using Rubrics for Formative and Summative Assessment
· Assessing the Ineffable: Professionalism, Judgment, and Teamwork
· Assessment Techniques for Statutory or Transactional Courses
By the end of the conference, participants will have concrete ideas and assessment practices to take back to their students, colleagues, and institutions.
Who Should Attend: This conference is for all law faculty (full-time and adjunct) who want to learn about best practices for course-level assessment of student learning.
Conference Structure: The conference opens with an optional informal gathering on Friday evening, April 4. The conference will officially start with an opening session on Saturday, April 5, followed by a series of workshops. Breaks are scheduled with adequate time to provide participants with opportunities to discuss ideas from the conference. The conference ends at 4:30 p.m. on Saturday. Details about the conference are available on the websites of the Institute for Law Teaching and Learning (www.lawteaching.org) and the University of Arkansas at Little Rock William H. Bowen School of Law (ualr.edu/law).
Conference Faculty: Conference workshops will be taught by experienced faculty, including Michael Hunter Schwartz (UALR Bowen), Rory Bahadur (Washburn), Sandra Simpson (Gonzaga), Sophie Sparrow (University of New Hampshire), Lyn Entrikin (UALR Bowen), and Richard Neumann (Hofstra).
Accommodations: A block of hotel rooms for conference participants has been reserved at The DoubleTree Little Rock, 424 West Markham Street, Little Rock, AR 72201. Reservations may be made by calling the hotel directly at 501-372-4371, calling the DoubleTree Central Reservations System at 800-222-TREE, or booking online at www.doubletreelr.com. The group code to use when making reservations for the conference is “LAW.”
Monday, February 17, 2014
The Western Academy of Legal Studies in Business ("WALSB") Annual Conference will be held in Monterey, CA on March 28-29, 2014.
WALSB president-elect Lydie Pierre-Louis (San Fransisco) provided the information below about the conference:
You may choose to present a scholarly paper (for academics), organize or serve on a panel, or give a presentation on any topic of interest to academics or practitioners in the field of business law (for practitioners). Registration fee includes a cocktail reception on Friday for registrants and guests, breakfast and light lunch on Saturday for registrants, and a digital copy of the proceedings. CA CLE is available.
Please complete and submit the registration form to our conference program chair, Lydie Pierre-Louis, at email@example.com. If you wish to be placed on the program for presentation at the conference, please submit your registration by March 14, 2014. We will receive a confirmation.
Holly Gregory has a useful post entitled Governance Priorities in 2014 on the Harvard Law School Forum on Corporate Goverance and Financial Regulation. (As a side note, I was surprised to learn that Holly Gregory, who had been a partner at one of my former firms (Weil Gotshal), had left for Sidley Austin. This is a huge loss for Weil as she is widely regarded as one of the country's top corporate governance attorneys).
Go to the link above for the entire post, but the opening few paragraphs are posted below:
As the fallout from the financial crisis recedes and both institutional investors and corporate boards gain experience with expanded corporate governance regulation, the coming year holds some promise of decreased tensions in board-shareholder relations. With governance settling in to a “new normal,” influential shareholders and boards should refocus their attention on the fundamental aspects of their roles as they relate to the creation of long-term value.
Institutional investors and their beneficiaries, and society at large, have a decided interest in the long-term health of the corporation and in the effectiveness of its governing body. Corporate governance is likely to work best in supporting the creation of value when the decision rights and responsibilities of shareholders and boards set out in state corporate law are effectuated.
This article identifies and examines the key areas of focus that institutional investors and boards should prioritize in 2014.
As my wife, kids, and friends will tell you, I sometimes rant about grammar. I'm going to do that now, so excuse yourself now if that kind of thing bothers you.
Don't worry. I'm not going to lecture you on splitting infinitives or beginning sentences with conjunctions (neither of which is improper, by the way, but never mind . . . ). My latest concern is not a technical grammatical point, but a simple question of proper English usage.
The past tense of the verb "lead" is spelled "led," not "lead."
Napoleon leads the troops into battle. (Present tense)
Napoleon led the troops into battle last week. (Past tense). NOT Napoleon lead the troops into battle last week.
People seem to be using "lead" as the past tense more and more. I have seen it not just in student drafts and blog posts, but in newspapers, books, and other sources edited by people who ought to know better. I'm not sure what the problem is; perhaps people are analogizing to the verb "read." The present tense and past tense of that verb are the same. Or perhaps they are comparing it to the element "lead," which is also pronounced "led."
Whatever, the reason, it's not proper English.
CALI, the Center for Computer-Assisted Legal Instruction, holds an annual Conference for Law School Computing that brings together law professors, law librarians, educational technologists, I.T. directors, and others interested in the application of technology in legal education and the law generally. Attendees range from hard-core techies to unsophisticated neophytes looking for new ideas. I have attended several of these conferences and have always found them informative and enjoyable. (Full disclosure: Until recently, I was a member of CALI’s Board of Directors.)
This year’s conference is June 19-21, at Harvard Law School. That’s in Cambridge, Mass., for those who haven’t heard of the school. (Harvard is my alma mater, but they have encouraged me not to tell anyone.) If you’re a lawyer or law professor interested in bringing legal education or the legal profession into the 21st century, or even if you would settle for bringing it into the late 20th century, this is a great conference.
In addition, if you have an idea for a presentation, I would encourage you to submit a proposal. Unlike many conferences, presentations are not limited to invited speakers. Anyone may submit a proposal. Just follow this link, create an account, and click on the “Propose a Session” link. The deadline is April 4, 2014. One benefit if your proposal is accepted: your conference registration fee is only $95.
Sunday, February 16, 2014
Tamara Belinfanti recently posted “Shareholder Cultivation and New Governance” on SSRN. Here is the abstract:
Several formal proposals have been made to address shareholder short-termism and speculative behavior. These include the imposition of a financial transaction tax, changes to the U.S. capital gains tax rate, and the adoption of an Investor Stewardship Code in the United Kingdom. This Article reverses the focus from looking to top-down solutions to looking at bottom-up grass root solutions that corporations can employ, and in some cases do already employ to achieve substantially the same effect of rewarding certain types of shareholder behavior while dissuading others — a process I refer to as “Shareholder Cultivation.” While many of the techniques and strategies discussed in this Article are not new and in fact many have been used by companies and investor relation professionals for years, the Article is the first to conceptualize a prescriptive framework for assessing which techniques and strategies should be allowed. Additionally, the Article utilizes new governance theory to examine the concept of Shareholder Cultivation with a fresh lens: as a corporate governance benefit.
Saturday, February 15, 2014
Hello, everyone. Stefan put out a call for reasonable facsimiles of business law professors, and I figured I fit the bill. I’m a Visiting Assistant Professor at Duke Law, currently teaching Securities Litigation. I’ve arrived here directly from practice: For the past 11 years, I’ve worked as a plaintiff-side securities litigator.
(On my first day of class, I asked how many of my students had done securities litigation work, perhaps as summer associates. Almost every hand went up. Then I asked how many had worked plaintiff-side. The hands went down so quickly I swear I heard whooshing noises. To be fair, there was one student who’d done plaintiffs’ work – outside the US.)
Anyway, like anyone teaching securities litigation these days, there’s one thing on my mind: Halliburton, where the Supreme Court is being asked to overrule Basic Inc v. Levinson, the case where it endorsed the fraud on the market presumption of reliance for claims brought under Section 10(b) of the Securities Exchange Act.
There’s been a lot of chatter about the possibility that if Basic is overruled, plaintiffs may, in some instances, still be able to obtain a presumption of reliance under Affiliated Ute Citizens v. United States, 406 U.S. 128 (1972) – many of the Halliburton parties and amici seem to assume this is the case, and it’s come up in the blogosphere.
Affiliated Ute holds that when a fraud consists of material omissions rather than affirmative misstatements, reliance may be presumed.
The problem that often seems to be overlooked, though, is that the Affiliated Ute presumption is rebuttable – and specifically, it’s rebuttable upon a showing that disclosure would not have made a difference, because the plaintiff never read the document in which the omission is contained. See Eckstein v. Balcor Film Investors, 58 F.3d 1162 (7th Cir. 1995); Shores v. Sklar, 647 F.2d 462 (5th Cir. 1981).
Given that, I don’t see how much of a role it can play with respect to substituting for Basic. Defendants’ obvious ability to rebut the presumption with respect to wide swaths of the class should be enough to defeat class certification. This is not to say that defendants’ rebuttal arguments should be entertained at class certification; the point is that there will be so many individualized differences among class members regarding what they read or did not read that class certification would usually be inappropriate, just as in any other non-fraud-on-the-market case where a defense applies differently to a significant number of class members (though there is authority the other way, see In re Smith Barney Transfer Agent Litig., 290 F.R.D. 42 (S.D.N.Y. 2013)).
But then I have a long train of speculation as I imagine how this might play out….
[More after the break]
Friday, February 14, 2014
Recently, I completed reviewing my mid-course student evaluations.
I have found mid-course evaluations to be quite valuable. As a student, I remember wishing we had mid-course evaluations so that my comments could be used to improve our class, rather than merely helping the professor improve the course for the next batch of students.
The mid-course evaluation gives students a chance to voice concerns, anonymously, relatively early in the course. While professors quickly learn that is likely impossible to please all of their students—some students love the exact same thing that other students hate—trends in mid-course evaluations can alert professors to potential issues and give time to make modifications before the end of the semester.
Mid-course evaluations can also be used as a teaching tool—modeling the proper way to seek and evaluate advice. The class period after I administer the mid-course evaluation, I take a few minutes to explain to the class what (if any) changes I plan to make on their advice and why I chose not to follow some of their advice (for example, even if a number of students dislike group work, I explain why we are going to continue with some group exercises). The students may not agree with my reasonsing, but they seem to appreciate the explanations.
The mid-course evaluations only take a total of about 10 minutes of class time (5 minutes for the students to fill out the sheets and 5 minutes to review in the next class). I simply ask: What is working well? What is not working well? Other comments? Every semester I get some students complaining about how difficult the course is and other “I don’t want to eat my vegetables” comments, but I also usually get some useful information.
For those of you who don’t already do mid-course evaluations, I suggest giving it a try.
I typically leave introductions to the bloggers themselves, but let me just say that we here at the BLPB are very much looking forward to having Ann Lipton guest blog with us for the next four weeks. Professor Lipton is currently at Duke Law, and her primary focus is on federal securities regulation and complex civil litigation. You can find her full profile here. Welcome, Ann!
From an e-mail I received from the production manager of The Business Lawyer:
The Editorial Board of The Business Lawyer is soliciting submission of articles and essays for Volumes 69 and 70. TBL is the flagship scholarly journal of the American Bar Association Section of Business Law. It reaches 40,000 readers on a quarterly basis. Authors must submit exclusively to the journal and submissions are peer-reviewed. We generally give authors a response in about two weeks. TBL provides a good forum to reframe scholarly articles published elsewhere for an audience of judges and practitioners. Past authors include Lucian Bebchuk, Barbara Black, Bernie Black, Starvros Gadinis, Joe Grundfest, Henry Hu, Roberta Karmel, Jonathan Lipson, Vice Chancellor Leo Strine, Guhan Subramanian, and former Chief Justice of the Delaware Supreme Court Justice Norman Veasey.
Articles should be submitted to Diane Babal, Production Manager, at firstname.lastname@example.org. Questions about submissions can be addressed to Associate Editor-in-Chief, Professor Gregory Duhl, at email@example.com
Update: I am told that submitted articles should be between 20 and 100 double-spaced pages, including footnotes.
Thursday, February 13, 2014
Last night I attended a forum organized by the Ladies Empowerment and Action Program (LEAP). The panel featured female entrepreneurs from the culinary industry. Some were chefs, some owned restarurnts, some sold products, and others blogged and educated the public, but their stories were remarkably similar. They told the audience of business students and budding entrepreneurs that they generally didn’t like partners, were wary of investors because they tended to exert too much control over their vision, and that they wished that they had better financial advisors who cared about them and understood their business.
One panelist, who had received $500,000 in capital from an investor, indicated that she was glad that she had been advised to enter into her contract as though she may end up in litigation. As a former litigator who now teaches both civil procedure and business associations, I both agree and disagree with that advice. As a naïve newbie litigator in a large New York firm, I used to joke with the corporate associates that the only reason I needed to understand how their deals were done was so that I could understand how to defend them went they fell apart and the litigation ensued. Now that I am older and wiser I try to focus my students on considering an exit strategy of course, but also on how to ask the right questions so that the parties never have to consider litigation.
Many of my students will likely advise small and midsized businesses as well as large corporations and that’s part of the reason that I stress the importance of a baseline level of understanding of finance and accounting. But how will we prepare them to counsel entrepreneurs who may not see the value in partners or understand how startup capital works? Perhaps that’s not the job of a lawyer but if the issue comes up, will our graduates know how to provide balanced arguments for their clients? How will we prepare our students to add value so that accountants don’t provide the (potentially wrong) legal advice to these entrepreneurs or so that their clients don’t just turn to LegalZoom, which reportedly sets up 20% of the LLCs in California? In essence, how do we teach our students to think like business people and lawyers?
Although clinics where students advise entrepreneurs or small businesses are expensive, and skills-based transactions courses aren’t as plentiful as they should be in law schools, these are good starts. I currently try to integrate drafting, negotiation and role-play into my classes when appropriate, but would welcome additional ideas that work.
Wednesday, February 12, 2014
The Grand Forks City Council Service/Safety Committee recommended Tuesday that the city deny a liquor license transfer for Rumors bar in Grand Forks.
The committee originally recommended the full council deny the license earlier this month because of the previous felony charges against Blake Bond, Jamestown, N.D., one of the partners in Sin City LLC, the applicant of the license.
The council then sent the issue back to the committee, but when representatives from Sin City failed to show up at Tuesday’s meeting, the committee voted to recommend denying the license again. . . . .
A quick note for the reporter, who wouldn't necessarily know this: LLCs don't have partners. They have members. So, the more accurate statement would be that Mr. Bond "is one of the members of Sin City, LLC." The North Dakota Limited Liability Company Act definitions provision explains that:
"Member" means a person, with or without voting rights, reflected in the required
records of a limited liability company as the owner of a membership interest in the
limited liability company.
As for the LLC members, here's a hint: it's probably best not to name your LLC "Sin City, LLC" when you want approval from the council's Safety Committee and need approval of the full council to get the liquor license you need for your bar. This is likely to be even less of a good idea when one of your LLC members apparently has prior felony convictions. It's also probably best to show up for the council meeting to make your case, too, if the council is willing to listen.
In this circumstance, it is entirely possible that Sin City, LLC, was formed (about a month ago) without the services of an attorney. I rather hope so. Although as lawyers we are not necessarily required to opine on entity names or other business decisions, sometimes being a good counselor requires suggesting to one's client the potential implications of such decisions. Here, for example, good counsel might have suggested that other naming options might be preferable.
Clients won't always listen, of course, but it's worth a shot (no pun intended).