Monday, January 7, 2019
Twitter tells me that there was a good bit of conversation at the AALS conference about the law review-based system of scholarship. If you want to try your hand at a different system, namely the double-blind peer-reviewed system, here is a call for papers from a legal journal in that system.
The Atlantic Law Journal is now open for submissions and is soliciting papers for its upcoming Volume 21 with an expected publication date in summer 2019. We are now also accepting book review submissions for books related to business law/society/legal studies. The Atlantic Law Journal is listed in Cabell's, fully searchable in Thomson-Reuters Westlaw, and listed by Washington & Lee. The journal is a double-blind peer-reviewed publication of the Mid-Atlantic Academy of Legal Studies in Business (MAALSB). Acceptance rates are at or less than 25%, and have been for all our recent history. We publish articles that explore the intersection of business and law, as well as pedagogical topics. Please see our website at http://www.atlanticlawjournal.org/submissions.html for the submission guidelines, the review timeline, and more information regarding how to submit. Submissions or questions can be sent to Managing Editor, Dr. Evan Peterson, at firstname.lastname@example.org.
Friday, December 21, 2018
If you are looking for podcasts over the break, I recommend Professor Brian Frye's Ipse Dixit. I have only listened to a handful of the 75 episodes, but I learned something new in each one.
A big thanks to Brian for putting all of these podcasts on legal scholarship together. The podcasts cover a wide range of legal topics, mostly in an interview format with other professors.
Friday, December 14, 2018
Haskell Murray, this one's for you (and many others who work with B corporations and benefit corporations)!
Friend of the BLPB Tamara Belinfanti recently sent me a link to an article in which she was quoted. The premise of the article is clear from its title: To B or not to B? That’s the question for companies who seek to "balance profit and purpose." Familiar proposition; great article title. It's certainly worth a quick read, even if it says nothing new. (Although it does seem to imply that Justice Strine is no longer the Chief Justice of the Delaware Supreme Court . . . .)
In the article, various folks (including Justice Strine) comment about whether B corporation certification and/or benefit corporations are "needed" for social enterprise firms. This is a question that I love to think about (especially if it can keep me from grading papers for a bit . . . ). Some of you may remember my post on this topic from a few years ago. It also is an issue that I have approached at times in pieces of my academic writing, including in the article featured in this post.
Next summer, at the Southeastern Association of Law Schools annual meeting/conference, I am moderating a discussion group on the subject to continue and enrich the conversation. The title and brief abstract are set forth below.
Discussion Group: Benefit Corporation (or Not)? Establishing and Maintaining Social Impact Business Firms
As the benefit corporation form nears the end of its first decade of "life" as a legally recognized form of business association, it seems important to reflect on whether it has fulfilled its promise as a matter of legislative intent and public responsibility and service. This discussion group is designed to take on the challenge of engaging in that reflective process. The participating scholars include doctrinal and clinical faculty members who both favor and tend to recommend the benefit corporation form for social enterprises and those who disfavor or hesitate to recommend it.
To date, the participants include domestic and international law professors (clinical and doctrinal) and a practitioner, too! Let me know if you would like to join this group. The conference runs from July 28 - August 3 and will be held this year at the Boca Resort and Beach Club.
I will be interested in the discussion. In the mean time, as someone who does not recommend the benefit corporation form, I am opening the BLPB "floor" for discussion here. I am interested in your views.
Friday, December 7, 2018
In Hexion Specialty Chemicals, Inc. v. Huntsman Corp., 965 A.2d 715, 730 (Del. Ch. 2008) – a case I worked on as a judicial clerk – the court wrote, “[m]any commentators have noted that Delaware courts have never found a material adverse effect to have occurred in the context of a merger agreement.”
That statement is no longer true.
Today--in a 3 page opinion--the Delaware Supreme Court affirmed the 240+ page opinion by Vice Chancellor Travis Laster in Akorn, Inc. v. Fresenius Kabi, AG, et al., which held that Akorn triggered the Material Adverse Effect ("MAE") clause of the merger agreement at issue.
As the Chancery Daily reports, and as is clear looking at the recent opinions, the Delaware Supreme Court opinion does not provide much reasoning for its decision to affirm, but the Court of Chancery opinion does provide plenty of guidance. In the first few pages, the Court of Chancery notes that Akorn experienced a "dramatic, unexpected, and company-specific downturn in...business that began in the quarter after signing." The Court of Chancery also notes the importance of whistleblower letters and issues with Akron and the FDA.
Also of interest, the court notes that this was an expedited case -- a real benefit of the Delaware Court of Chancery. The parties only had 11 weeks leading up to the trial. At the five day trial, there were 54 depositions transcripts lodged, 1,892 exhibits introduced into evidence, and 16 live witnesses (including 7 experts). Those poor lawyers -- and judicial clerks!
Tuesday, December 4, 2018
I posted about my summer reading here, and I have decided to write this sort of post each semester, at least for a few semesters.
This semester was incredibly busy, and I didn't read as much as I would have liked, but I am glad I finished at least a few books. Nearly all of these books were pretty light
Always looking for interesting books to read - and I am open to reading in most areas - so feel free to leave a comment with suggestions or e-mail me.
The Honest Truth About Dishonesty - Dan Ariely (Non-Fiction - Ethics/Behavioral Economics, 2013). Duke University behavioral economist examines the environs/structures that encourage or discourage honesty.
Hannah Coulter - Wendell Berry (Fiction-Novel, 2005). Elderly lady, twice widowed, reflects on her life and the lives of her family members as the world changes after World War II, and as the modern world diverts from rural, farming communities like Port William, KY. Berry’s first novel with a female narrator.
The Most Important Year - Suzanne Bouffard (Non-Fiction - Education, 2017). Discusses the importance of the year before kindergarten. (My oldest child starts kindergarten this coming fall). Biggest takeaway was to engage in Q&A with my children while reading to them; engage them.
Bad Blood - John Carreyrou (Non-Fiction - Business and Ethics, 2018). Discusses the Theranos scandal. The executives governed with fear and NDAs. Raised hundreds of millions of dollars (eventually at a $9B valuation), signed big healthcare deals, and recruited board members by appeal to ego, fear of missing out, vague grandiose claims, and name-dropping. No board members or major investors truly understood the science and were unable to uncover the fraud.
Everybody Always - Bob Goff (Non-Fiction - Religion, 2018). Lawyer, Consul to Uganda, Pepperdine Adjunct Law Professor discusses unconditional and unbounded Christian love.
Small Teaching - James Lang (Non-Fiction - Pedagogy, 2016). Read with a group of fellow Belmont professors. Encouraged me to start classes with a few questions about the previous class and/or low-stakes assessments (in the same form as the exams). Break tasks into component pieces and practice; just like football players practice steps and do drills focused on a piece of the whole. Suggests coming to class 10-15 minutes early and trying to engage each student in conversation over the course of the semester.
Your Mind Matters - John Stott (Non-Fiction - Religion, 1972). Lecture turned into a short book, encouraging Christians to engage their minds. Speaks out against anti-intellectualism.
Friday, November 9, 2018
My fellow BLPB editor Joan Heminway and I both have chapters in the book, along with many others.
The introduction is posted on SSRN, for those who are interested. Also, editor Ben Means has many talents, as he did the cover artwork below as well.
Monday, October 29, 2018
Last Friday, I had the honor of being the keynote speaker for the 64th annual conference of the Southeastern Academy of Legal Studies in Business (SEALSB). The invitation for this appearance was extended to me months ago by BLPB contributing editor Haskell Murray. It was a treat to have the opportunity to mingle and talk shop with the attendees (some of whom I already knew).
The participants in SEALSB are largely business law faculty members teaching at business schools. Having never before attended one of their meetings and as a bit of a "foreigner" in their midst, I wondered for quite a bit about what I should talk about. Should I take the conservative route and present some of my work, hoping to dazzle the group with my legal knowledge (lol), or should I take a riskier approach and tell them what was really on my heart when I accepted Haskell's kind invitation?
I chose the latter. I spoke for 15-20 minutes on "Valuing and Visioning Collaboration" between business law faculties in business and law schools and then took about 10 minutes of questions. I started with the stories of two of my students--who could have been the students of anyone in the room. Sarah took a business (accounting) major as an undergraduate and then came to law school; Ryan completed law school and went on to an MBA. Both achieved lofty learning objectives and engaged in productive scholarship. Both landed the jobs they wanted--ironically at the same firm (but years apart). For me, the stories of these two students--what they did and how they became successful--illustrates both the power of business school law faculty and law school business law faculty working together and the high value in that relationship as to both teaching and scholarship.
I noted that, in these two (of the three principal) aspects of our common academic existence, teaching and scholarship, there are a number of ways that we can collaborate, offering examples of each:
- conference organization and attendance;
- work in interdisciplinary centers;
- scholarship co-authorships;
- co-teaching and teaching for each other;
- co-currocular and extra-curricular programs (e.g., competitions and journals);
- curriculum development; and
I bet you can guess what blog I mentioned as an example in addressing that last collaborative method . . . .
I also noted, however, that there are barriers to these collaborations--or at least to some of them in certain contexts. Those barriers may include: the fact that reaching across the aisle may be, for the relevant institutions and faculty members, new--that there is no history--and that it may therefore be more of a challenge to scope out and implement collaboration; differences in methodology, norms, and terminology; potential disagreements about institutional or personal credit allocation (including because of ego); questions about the necessary sources of funding and human capital; and overall, a lack of institutional or departmental incentives and rewards for collaboration (including credit in tenure and promotion deliberations at many schools).
Nevertheless, I offered that, even if institutions do not act to support collaborative efforts, we should strike out to overcome the barriers and engage with each other because the benefits are worth the costs. To do so, however, we must both understand and truly appreciate the benefits of collaboration. We also must be willing to take some attendant risk (or pick collaborative methods that avoid or limit risk). I indicated that I plan to head down the collaborative path with increased focus.
To conclude my remarks, in the spirit of my invitation from Haskell to attend and speak at SEALSB, I encouraged the assembled crowd to join me on that collaborative journey, quoting from Patrick Lencioni's book The Five Dysfunctions of a Team: A Leadership Fable. In that book, he wrote: "Remember teamwork begins by building trust. And the only way to do that is to overcome our need for invulnerability." [p. 58; emphasis added] Here, I invite all of you who teach business law in a business or law school setting to embrace vulnerability and reach across the aisle to work with your business law colleagues. And if you already have done so, please leave a comment on the outcome--positive or negative.
Sunday, October 21, 2018
5th Conference of the French Academy of Legal Studies in Business (Association Française Droit et Management)
June 20 and 21, 2019 – emlyon - Paris Campus
CALL FOR PAPERS 2019 Social Issues in Firms
Social issues and fundamental rights occupy an increasingly important space in the governance of today’s companies. Private enterprises assume an increasingly active role not only in a given economy but also in society as a whole. Firms become themselves citizens. They recognize and support civic engagement by the men and women who work for them. Historically, the role of the modern firm that resulted from the Industrial Revolution has been torn between two opposing viewpoints.
[More information under the break.]
October 21, 2018 in Business Associations, Business School, Call for Papers, Conferences, Corporate Governance, Corporations, Ethics, Haskell Murray, International Business, International Law, Management, Research/Scholarhip | Permalink | Comments (0)
Wednesday, September 19, 2018
I may update this list from time to time; feel free to e-mail me with additions. Looks like a pretty strong hiring season for business law. Updated 12/04/18.
Law School Professor Positions – Business Specialty Sought
- Barry University
- Belmont University
- Campbell University
- Case Western University
- Duke University
- Drake University (Director of the Entrepreneurial/Transactional Law Clinic)
- Drake University (Assistant, Associate, or Professor of Law)
- Drexel University
- Emory University
- Florida A&M University
- Louisiana State University
- Mercer University
- Pennsylvania State University, University Park
- Saint John’s University
- Seton Hall University
- Southern Illinois University Carbondale (Professor of Practice) (9/17/18 deadline or until filled)
- University of Alabama
- University of Arizona (International Business Law Focus) (Review begins 9/28/18)
- University of Arkansas, Fayetteville
- University of Buffalo
- University of California, Berkeley (initial review 8/15/18; accepted through 3/1/19)
- University of California, Davis
- University of California, Irvine
- University of Connecticut
- University of Kentucky
- University of Louisville
- University of Miami
- University of Nebraska
- University of New Mexico (Oil & Gas Focus)
- University of North Texas at Dallas
- University of Oregon (Business Law Clinic)
- University of Pittsburgh
- University of Richmond
- University of Saint Thomas (Miami)
- University of South Carolina
- University of Wyoming
- Washington & Lee University
- Washington University (St. Louis)
- Willamette University
Legal Studies Professor Positions (Mostly Business Schools)
- Angelo State University
- California State Polytechnic University, Pomona (10/1/18 first consideration)
- California Polytechnic State University, San Luis Obispo (9/17/18 review begins)
- College of Charleston
- Community College of Philadelphia
- Contra Costa Community College (1/24/19 review closes)
- Dutchess Community College
- James Madison University
- Kean University (Wenzhou, China) (posted 11/26/18)
- Indiana University, Bloomington (10/18/18 best consideration date) (and non-tenure track)
- Los Angeles Film School (Entertainment Business/Law Instructor)
- Mercy College (Director of Legal Studies)
- Morgan State University (opens 10/31/18 - closes 1/31/19)
- New Mexico University
- Prairie View A&M University
- Princeton University (Fellowships) (11/14/18 deadline)
- Quinnipiac University
- Saint Joseph's University (Visiting Instructor)
- Saint Joseph's University (Assistant Professor)
- Santa Monica College
- State University of New York at Oswego (Instructor) (11/1/18 review begins)
- SUNY-Oswego (Instructor)
- Tulane University (Lecturers) and (Professors of Practice)
- University of the Bahamas (PHD in Law required)
- University of Georgia
- University of Michigan (10/15/18 guaranteed consideration)
- University of South Florida (Instructor) (JD/LLM or JD/PHD only)
- Virginia Tech (Instructor)
- Western Carolina University (10/1/18 review begins)
Tuesday, August 28, 2018
Assistant Professor of Business Law.
Ross School of Business, University of Michigan.
The Stephen M. Ross School of Business at the University of Michigan seeks applicants for a tenure-track position at the assistant professor level in the Business Law Area starting in the Fall 2019 term. The selected candidate’s primary teaching responsibilities will be to teach business law in the undergraduate (BBA) program but may be required to teach in any of the school’s degree programs. The candidate will be expected to produce high-quality research published in leading law reviews and/or business journals.
Qualified candidates must have earned a J.D. from an ABA accredited law school. The candidate must have an excellent academic record and demonstrate a strong interest, and ability, in conducting high-quality, scholarly research in an area relevant to business. Examples of such fields include, but are not limited to, corporate law, contract law, employment law, financial regulation, securities law, intellectual property, and international trade. A qualified candidate must also demonstrate excellence in university teaching or the potential to be an outstanding teacher in business law.
The review of applications will begin immediately. All applications received before October 15, 2018, will receive full consideration. However, applications received after the deadline may be considered until the position is filled.
For additional information and a complete position announcement, please visit http://careers.umich.edu/job_detail/162128/assistant_professor_of_business_law
Please contact Jen Mason, Area Administrator, via email with questions at email@example.com
Applicants are required to submit their applications electronically by visiting the website: http://www.bus.umich.edu/FacultyRecruiting and uploading the following:
- A cover letter that includes a description of the candidate’s experience and interest in academic research and teaching.
- A curriculum vitae that includes three references
The University of Michigan is an equal opportunity/affirmative action employer.
Tuesday, August 21, 2018
There is a “post 7 book covers of books you love, without comment” campaign sweeping Facebook, and I have been tagged.
I am breaking all the rules.
Below are 8 books, 9 if you count both of the books I read by Mohsin Hamid. I don’t love all the books below, but I did read them all this summer. I am not posting a picture of the covers (but I do provide links to the books), and I couldn’t help including a brief comment on each.
Inside the Magic Kingdom - Tom Connellan. (Non-Fiction, Pop-Business). My mother-in-law was reading this for her job at the beach, and I ran out of reading material. Cheesy, pop-business book, but interesting for the way Disney’s C-level executives assist in picking up the trash at the parks, and the parties at the parks they held for the families of the construction crew members. Plus, the books was more interesting to me because we plan to go to Disney World as a family sometime in the next 12 months or so.
Run Faster - Brad Hudson. (Non-Fiction Wellness/Training). Recommended by my friend Dr. Jeff Edmonds who we profiled on this blog. Less user friendly than Dr. Daniels' Running Formula, but still useful for those looking to self-coach in running.
The Ability to Endure - Michael Chitwood. (Non-Fiction, Autobiography). Received this book for free at the 2018 Q Conference in Nashville. I am a sucker for autobiographies and memoirs, especially of relatively normal people like Michael.
The Ethics of Influence - Cass Sunstein (Non-Fiction, Law & Behavioral Economics). Started this a number of months ago, but finished it this summer. Builds on and refines the thesis in Nudge. Explores the ethical boundaries of nudges (mostly by governments). Claims that nudges should improve or maintain welfare, autonomy, and dignity.
The Collected Short Stories of Eudora Welty. – Eudora Welty (Fiction, Short Stories). Only read a few of the selected stories this summer. Impressive character development in a condensed space.
The Reluctant Fundamentalist - Mohsin Hamid. (Fiction, Novel). The novel follows an in-depth conversation between Changez (a Pakistani Princeton Alum) and an American (probably military). Symbolism is a bit overdone, but otherwise it is a tightly-woven and engaging read. I also read Hamid’s more recent book (2017 v. 2007), a fictional/slightly sci-fi take on the lives of two refugees, Exit West.
This Day: Collected & New Sabbath Poems - Wendell Berry. (Poetry). I am not a big poetry buff, but Berry’s poems mirror the beautiful and serene outdoor locations where he writes. I liked to read these poems in the quiet of the early morning before my three children woke up.
Thursday, August 16, 2018
On Tuesday, Elizabeth Warren penned an article in The Wall Street Journal entitled Companies Shouldn’t Be Accountable Only to Shareholders: My new bill would require corporations to answer to employees and other stakeholders as well.
The article announced and promoted her Accountable Capitalism Act. With Republicans in control of Congress and the White House, Warren’s bill almost certainly doesn’t stand a chance of passing in the short-term.
Yet, because the bill draws on benefit corporation governance, a main scholarly interest of mine, and because it may foreshadow moves by a Democrat-controlled Congress in the future, I decided to read the 28-page bill and report here briefly.
Portions of the bill summarized:
- As has been widely reported, the bill only applies to companies with more than $1 billion in revenue.
- The bill seeks to establish an “Office of United States Corporations” within the Department of Commerce, which will review, grant, and rescind charters for the large companies covered by the bill.
- The bill takes language from benefit corporation law and requires that U.S. Corporations must have a purpose to serve a “general public benefit” – “a material positive impact on society resulting from the business and operations of a United States corporation, when taken as a whole.” This purpose is in addition to any purpose in the company’s state filing.
- The governance requirements are a mix of the Model Benefit Corporation Legislation and Delaware version of benefit corporation law – requiring both that directors balance the “pecuniary interests of shareholders” with the "best interests of persons that are materially affected by the conduct of the United States corporation” (drawn from Delaware) and that directors consider a litany of stakeholders in their decisions (including shareholders, employees, customers, community, local and global environment - drawn from the Model). Only shareholders with 2%+ of the shares can sue derivatively.
- Employees must elect 40%+ of the board of directors.
- 75%+ of shareholders and 75%+ of directors must approve political spending of over $10,000 on a single candidate.
My brief thoughts:
- This is a lot of press for benefit corporations.
- The press may not be good for benefit corporation proponents who have been largely able to pitch to both sides of the political aisle in their state bills. B Lab co-founder Jay Coen Gilbert has already written an article trying to promote what he sees as the bipartisan nature of benefit corporations: Elizabeth Warren, Republicans, CEOs & BlackRock's Fink Unite Around 'Accountable Capitalism'
- I have noted in my scholarly work how the state benefit corporation laws fail to align the purported “general public benefit” corporate purpose with effective accountability mechanisms. This bill, however, takes one step toward aligning company purpose and accountability by requiring that employees elect 40%+ of the board. Of course, that still leaves out many other stakeholders that directors are supposed to consider, and shareholders are still the only stakeholders with the ability to sue derivatively. A better solution is to have stakeholder representatives who elect the entire board and also possess, collectively, the right to sue derivatively. This stakeholder representative framework, articulated in my 2017 American Business Law Journal article, has the benefit of keeping the board united on a common goal – instead of fighting on behalf of the single stakeholder group who elected them – while also being held to account by representatives of all major stakeholder groups, collectively.
- Suggesting that benefit corporation law become mandatory will likely not be popular among many conservatives. See, e.g., this early response in the National Review: Elizabeth Warren’s Batty Plan to Nationalize . . . Everything. Currently, a fair response to conservative critics of state benefit corporation laws is "if businesses do not like the benefit corporation framework, they can just choose to be a traditional corporation." This bill attempts to remove that choice for large companies.
(My co-blogger Joshua Fershee may be horrified to learn that the bill purports to apply not only to corporations, but also to LLCs, even though they use the term "U.S. Corporations" throughout).
Wednesday, August 1, 2018
Wednesday, July 25, 2018
Details on another excellent business law professor position are posted below.
Entry-Level or Experienced Faculty Position
The UNIVERSITY OF NEBRASKA COLLEGE OF LAW invites applications for entry-level and lateral candidates for two tenure-track or tenured faculty positions.
Our primary areas of interest are Civil Procedure, Business Associations, and other business law courses, including, but not limited to, Corporate Finance, Securities Regulation, Corporate Governance, Non-Profit Organizations, and Transactional Drafting.
Other needs include courses related to
- Health Care (g., Federal Regulation of Health Care Providers, Health Care Finance, Administrative Law, Medical Malpractice, Privacy Law, Law and Medicine, Public Health Law, Bioethics and the Law, and the Law of Provider and Patient);
- Litigation Skills and Related Courses (g., Trial Advocacy, Civil Rights Litigation, Conflicts of Law, Remedies, Pretrial Litigation, and other litigation skills courses);
- Criminal Law (g., Federal Criminal Law, White Collar Crime, PostConviction Remedies, and Criminal Sentencing);
- Environmental Law (g., Environmental Law, Water Law, and Natural Resources Law);
- Family Law; and
- Election Law.
Minimum required qualifications include a J.D. Degree or equivalent, superior academic record, and a demonstrated interest in relevant substantive areas. The title of Assistant or Associate Professor will be based on the qualifications of the applicant.
To be considered, please complete the Faculty/Academic Administrative information form and attach a letter of interest, current vita, and names and contact information for three professional references at http://employment.unl.edu/postings/59925. Review of applications will begin on August 24, 2018, and continue until the position is filled. Contact Associate Dean Eric Berger, Chair, Faculty Appointments Committee, University of Nebraska College of Law, Lincoln, NE 68583-0902, or send an email to firstname.lastname@example.org. General information about the Law College is available at http://law.unl.edu/.
As an EO/AA employer, qualified applicants are considered for employment without regard to race, color, ethnicity, national origin, sex, pregnancy, sexual orientation, gender identity, religion, disability, age, genetic information, veteran status, marital status, and/or political affiliation. See http://www.unl.edu/equity/notice-nondiscrimination.
Thursday, July 19, 2018
This summer, I have met with a few of my pre-law advisees who will start their 1L years in a few weeks.
While I have blogged on general advice for students before, I decide to memorialize some of my specific advice for 1Ls.
Of course, every student is different, and this advice may be amended a bit, depending on the student's situation and goals. This advice, for example, assumes a desire to perform well academically. I encourage my co-bloggers to chime in through the comments or in separate posts. My co-blogger Josh Fershee (West Virginia) has already authored two 1L advice posts, which are worth consulting, here and here. It should go without saying that I did not follow all of my own advice, but I wish I had.
- Move into your house or apartment a few weeks early. Moving in early may not be possible for every student, but it is worth doing if you can. Getting settled before the work starts to pile up can help you avoid getting behind early.
- Live alone or with friends with similar schedules. I had some law school friends who lived with non-law students, usually people they knew from college who moved to the same town for a job. In many of these situations, the law school students were distracted from their studies and did not do particularly well in their 1L classes. I had the good fortune of living with an incredibly studious fellow 1L during my first year, and we provided each other with some positive peer pressure. Roommates don't have to be law students, but I would choose someone, like a medical resident, who is likely to be focused on work more than social outings (and is unlikely to throw a Tuesday night party at your place).
- Ask for advice and outlines from 2Ls and 3Ls. Early in the semester seek out the 2L and 3Ls who did well in your professors' classes. You can use law review membership as a proxy, and there may be a list of the students who got the highest grade in each class (usually called "booking" or "CALI-ing" the class). Ask those good students (politely) for their outlines and for tips about taking exams from your professors. Use those outlines--I suggest you get at least 3 for each class--as models and to check your own outlines, but not as an excuse to avoid producing your own outlines. The courses are likely to change a bit each semester, esp. if there is a new edition of the casebook, or if the professor switches casebooks, and much of the value of an outline comes from constructing it yourself. That said, having those other outlines to reference can be quite valuable.
- Consider the pros and cons of study groups. I decided against traditional study groups in law school because the two groups I briefly tried seemed to be (1) wasting a lot of time on law school gossip and (2) sharing their understudied ignorance. There were probably some better study groups, but I did not get invites to those, including one we called "the cult." My roommate and a few other fellow students did, however, form a hybrid group of sorts. We did not meet regularly, as many groups did, but we did share our outlines, and we analyzed practice exams together, which proved extremely helpful.
- Make contacts and be professional. Both the student and professor contacts you make in law school can be invaluable in your career. Also explore the mentor programs through your law school to meet some practicing lawyers. Know that your reputation from law school may follow you into practice, so be professional even if some of your fellow classmates are not (and don't jump off a ferry boat at law prom).
- Meet with your professors. I suggest meeting with each of your professors, in person, in the middle of the semester (and also after finals (and any midterms) to review your exams). The start of the school year is busy and you won't be ready to ask good, substantive questions yet. A month or more into the semester, however, you should meet with your professors, ask for general advice, and pose some questions about your outline. You can also ask your professors to review a practice test answer,though I would limit the review to a single issue (or maybe two).
- Do practice tests. Answering a lot of practice tests (and analyzing the answers with smart friends to see what I missed) helped me immensely in law school. If your professor provides practice tests, those are the best ones to use, but you can also find practice tests from other schools posted online (or through your friends at other law schools). For some of the practice exams we would just issue spot, but I think it is important to fully write out, and time, at least one full practice exam per class.
- Start your outlines early and start actively studying 6 weeks out. Start your outlines very early, in the first week or two of school. Outlining is much more important than briefing the cases, in my opinion, though I would attempt to brief cases for a while too, so you learn that skill. I quickly learned I preferred book briefing to briefing on a Word document. About 6 weeks before finals started, my friends any I started actively studying for finals. Obviously, we had been outlining and reading all along, but at 6 weeks until the first exam we really started studying. We would devote a week to each subject--flushing out our outlines and doing practice exams. We still kept up with our other classes, but we devoted 1-2 hours per day to the subject of that week. In the week before finals, we spent one day on each class, finalizing the outlines and writing out practice exams under the time limits of that class.
- Have a life outside of law school, but try to minimize additional responsibilities. Some law students only focus on academics during law school, especially in the first year, and I think this is a mistake. But it is also a mistake, in my book, to overcommit yourself, given that your 1L grades will be the focus of employers looking to hire summer associates in the fall of your 2L year. Intramural flag football, for example, helped keep me sane. Also, I typically did no law school related work from Friday evenings until Saturday evenings (though this practice was mostly abandoned close to finals). While it is important to have one or two non-law outlets, I also know law students who got overextended with extracurriculars and regret that choice during interview season.
- Eat well, exercise regularly, and get consistent, sufficient sleep. It is difficult to do all three of these in law school, but well worth it if you can. Packing some healthy food the night before can help you from living out of the snack machine. Most law schools are attached to universities that have nice gyms. And if you do not get consistent, sufficient sleep you will quickly see diminishing returns on your studying.
Good luck and enjoy the process!
Thursday, May 10, 2018
Earlier today, I received this call for submissions from the American Business Law Journal ("ABLJ"). I published with the ABLJ in 2017 and had a fabulous experience. The manuscripts are blind/peer-reviewed, something we need more of in the legal academy, in my opinion. I found the substantive comments to be of a much higher quality than one gets from a typical law review, and, unlike the practice of some peer-reviewed journals, the ABLJ published my manuscript in a timely manner.
The American Business Law Journal is seeking submissions of manuscripts that advance the scholarly literature by comprehensively exploring and analyzing legal and ethical issues affecting businesses within the United States or the world. Manuscripts analyzing international business law topics are welcome but must include a comprehensive comparative analysis, especially with U.S. law.
As most of you know, the ABLJ is a triple-blind, peer-reviewed law journal published by the Academy. The ABLJ is available on Westlaw and Lexis, and ranks in the top 6% of all publications in the Washington & Lee Submissions and Ranking list by Impact Factor (2016) and in the top 1% of all peer-edited or refereed by Impact Factor (2016). The Washington & Lee list ranks the ABLJ as the Number One Refereed/peer-edited “Commercial Law” and “Corporations and Associations” journal.
Because of a physical page limit imposed by our publisher Wiley, we ask that manuscripts not exceed 18,000 – 20,000 words (including footnotes). Submissions in excess of 25,000 words (including footnotes) may be returned without review. We also require that manuscripts substantially comply with the Bluebook: A Uniform Method of Legal Citation, 20th ed. For more details, please review our Author Guidelines at: http://onlinelibrary.wiley.com/journal/10.1111/%28ISSN%291744-1714/homepage/ForAuthors.html
Because the peer-review process takes from four to six weeks to complete, we strongly suggest that you submit to the ABLJat least a few weeks prior to submitting to other journals. The peer-review process is not conducive to expedite requests (though we will attempt to honor them if possible), so if you give us a head start we will more likely be able to complete the review process.
While we gladly accept submissions through ExpressO and Scholastica, save yourself the submission fee and submit directly to the ABLJ at email@example.com.
If you have any questions or need additional information, please contact the Managing Editor, Julie Manning Magid, at firstname.lastname@example.org.
Thank you and we look forward to reviewing your scholarly work.
Monday, April 30, 2018
My essay on the use of traditional for-profit corporations as a choice of entity for sustainable social enterprise firms was recently published in volume 86 of the UMKC Law Review. I spoke on this topic at The Bryan Cave/Edward A. Smith Symposium: The Green Economy held at the UMKC School of Law back in October. The essay is entitled "Let's Not Give Up on Traditional For-Profit Corporations for Sustainable Social Enterprise," and the SSRN abstract is included below:
The past ten years have witnessed the birth of (among other legal business forms) the low-profit limited liability company (commonly known as the L3C), the social purpose corporation, and the benefit corporation. The benefit corporation has become a legal form of entity in over 30 states. The significant number of state legislative adoptions of new social enterprise forms of entity indicates that policy makers believe these alternative forms of entity serve a purpose (whether legal or extra legal).
The rise of specialty forms of entity for social enterprise, however, calls into question, for many, the continuing role of the traditional for-profit corporation (for the sake of brevity and convenience, denominated “TFPC” in this essay) in social enterprises, including green economy ventures. This essay argues that TFPCs continue to be a viable—and in many cases desirable or advisable choice of entity for sustainable social enterprise firms. The arguments presented are founded in legal doctrine, theory, and policy and include both legal and practical elements.
Somehow, I managed to cite to four BLPB co-bloggers in this single essay: Josh, Haskell, Stefan, and Anne. Evidence of a business law Vulcan mind meld? You decide . . . .
Regardless, comments, as always, are welcomed as I continue to think and write about this area of law and practice.
April 30, 2018 in Anne Tucker, Business Associations, Corporate Governance, Corporations, Haskell Murray, Joan Heminway, Joshua P. Fershee, Social Enterprise, Stefan J. Padfield | Permalink | Comments (2)
Monday, March 26, 2018
Brent Horton of Fordham University's Gabelli School of Business recently posted his American Business Law Journal article on pre-Securities Act prospectuses.
For interested readers, the abstract is below and the article can be downloaded here.
Some legal scholars—skeptics—question the conventional wisdom that corporations failed to provide adequate information to prospective investors before the passage of the Securities Act of 1933 (Securities Act). These skeptics argue that the Securities Act’s disclosure requirements were largely unnecessary. For example, Paul G. Mahoney in his 2015 book, Wasting A Crisis: Why Securities Regulation Fails, relied on the fact that the New York Stock Exchange (NYSE) imposed disclosure requirements in the 1920s to conclude that stories about poor pre-Act disclosure are “demonstrably wrong”. (Likewise, Roberta Romano argued in Empowering Investors that “there is little tangible proof” that disclosure was inadequate pre-Securities Act.)
This Article sets out to determine who is correct, those that accept the conventional wisdom that pre-Securities Act disclosure was inadequate, or the skeptics?
The Author examined twenty-five stock prospectuses (the key piece of disclosure provided to prospective investors) that predate the Securities Act. This primary-source documentation strongly suggests that—contrary to the assertions of skeptics—pre-Act prospectuses did fail to provide potential investors with financial statements, as well as information about capitalization and voting rights, and executive compensation.
Tuesday, March 6, 2018