Monday, November 21, 2016

Still Worried About Teaching Business Associations . . . .

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 . . . .

Business Associations, Joan Heminway, Marcia Narine Weldon, Teaching | Permalink


Hi Joan - your advanced class sounds great! We have a 4 credit BE, and then a 3 credit Sec Reg. And I find that's not enough for BE - this year somehow I'm going through the material even more slowly than last year! And partly that's because I want to make sure to teach insider trading (important for ethics) and I personally love M&A so I want to teach that as well - but it's a lot! An extra class would do wonders.

And I'm so flattered my chapter may be helpful for your students - thank you!

Posted by: Ann Lipton | Nov 21, 2016 8:58:17 AM

I used to find four credit-hours not remotely enough for the basic course when I taught it in that format. So, I understand your pain, Ann. But that's why I wanted two (now three) more. The folks that really need and want the M&A and litigation components are, it seems, those who want to be business lawyers of one kind or another. So, they by-and-large take the advanced class with me. Still, even thought this is the way I wanted things to turn out, it is truly hard to squeeze all of business associations law into three hours, even though I try hard!

And your chapter is just perfect for my course. So, thanks for writing it!! :>)

Posted by: joanheminway | Nov 21, 2016 9:03:44 AM

It's hard to teach the traditional BA/BO class in 4 hours covering all the normal things. At Texas A&M we've broken the 4-hour class into two 3-unit classes. The first (required) covers agency, partnership, and the basic principles of closely-held LLEs. I find that I can cover the basics pretty well those three hours. I even have time to do panels of clients talking about what they’re looking for (and not looking for) in small business lawyers, and to bring in bankers, insurance folks, lenders, and others to talk about the practicalities. I also have time to have them do things like draft simple term sheets for a small restaurant, LLC formation documents, DBAs, simple employment contracts, and liquor license applications.
Compared to parsing Delaware M&A cases, proxy regulations, and special litigation committees, this is relatively straightforward stuff that students seem to pick up pretty easily.
Those who are hoping to do business law or otherwise work in big firms can take our BA 2 class, which covers the stuff that relates chiefly to larger and publicly held entities. We then have a follow-on Securities Law class that goes into more depth.

Posted by: Frank Snyder | Nov 22, 2016 10:24:20 AM

I appreciate you sharing this, Frank. Your first (BA 1) course sounds much like mine, except that I deal a bit with proxy regulation in the voting rights part of the course and I add in a day or so each on financing (including the securities law piece), dividends and repurchases, basic/fundamental corporate changes (including M&A), and corporate/securities litigation. Our advanced class (like your BA 2) expands on all that but also delves deeper into closely held firms and somewhat into social enterprise/CSR.

How many folks do you typically get in your BA 2 offering? I typically get less than 20 in Advanced BA (and our total class size is about 115). What about Securities Regulation? I also get a small population (10-15, lately) in that course. Both courses include both 2Ls and 3Ls.

I often wonder whether I can cut more out of my Business Associations course substantively. But I know that more than 10-15 students go into business law in each class . . . . So, I feel like I need to offer some fundamental securities regulation and litigation elements in the basic course. But maybe that's not right. I wonder if you, Frank, or others have thought this one through. Let me know.

Posted by: joanheminway | Nov 22, 2016 11:41:48 AM

Hi, Joan. I don't teach those courses, but I'm told that enrollment hovers in the low-20s. Our class size is somewhat bigger, so it's probably a similar proportion.

Your points are completely valid, of course. I chose to try to do a really good job teaching a narrower course rather than try to cover everything, but that's always the choice, isn't it? I do cover the parts of securities law that lawyers for smaller businesses really need to know -- i.e., what is a security, the basics of private placements (chiefly Reg D) and basic insider trading rules. But basically my themes are (1) "how not to have the SEC knock on your client's door," and (2) "if you're doing something that might trigger the SEC, find somebody who knows the stuff." I take solace in the fact that those who join big firms will have supervisors who will keep them (and their clients) reasonably safe. Those who don't probably won't be representing folks trying to do do public offerings, at least in the first few years.

Posted by: Frank Snyder | Nov 23, 2016 9:42:52 AM

Thanks for the additional information, Frank. very helpful. And we are pretty much on all fours with each other in terms of securities regulation exposure. My themes are the same as yours, even if we each teach slightly different aspects of securities law to bring those themes to life. Over the years, I (like you) have come to believe that sacrificing some coverage is essential to enabling the students to better acquire knowledge of the basics--more time to absorb the new and relatively foreign material that is business associations law and, for some, to learn how to better integrate the use of statutes/regulations and decisional law in legal analysis.

Again, thanks for the responsive and thoughtful comments. Have a great holiday weekend.

Posted by: joanheminway | Nov 23, 2016 7:01:37 PM

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