Monday, November 28, 2022

Criminal Insider Trading in Personal Networks

Earlier today, friend-of-the-BLPB Andrew Jennings released a podcast in his Business Scholarship Podcast series featuring me talking about my forthcoming piece in the Stetson Business Law Review, "Criminal Insider Trading in Personal Networks."  You may recall me blogging about this piece as part of my report on the 2022 Law and Society Association's 7th Global Meeting on Law and Society this past summer.  The SSRN abstract is as follows:

This Article describes and comments on criminal insider trading prosecutions brought over an eleven-year period. The core common element among these cases is that they all involve alleged tipper/tippee insider trading or misappropriation insider trading implicating information transfers between or among friends or family members (rather than merely business connections). The ultimate objectives of the Article are to explain and comment on the nature of these criminal friends-and-family insider trading cases and to posit reasons why friends and family become involved in criminal tipping and misappropriation--conduct that puts both the individual friends and family members and the relationships between and among them at risk.

I am grateful to be in the position of publishing this work in the near future (after a number of years of work on the larger project that includes the featured criminal cases).  I enjoyed talking to Andrew about it.  His podcast series has been a welcomed and valuable contribution to our field.  You can find out a lot about current business law research by listening to even a few of his podcasts.

The podcast featuring me is available through any of the following links:

Apple Podcasts and other podcast apps: https://podcasts.apple.com/us/podcast/joan-macleod-heminway-on-friends-and-family-insider/id1470002641?i=1000587717188

YouTube: Business Scholarship Podcast - Ep.164 – Joan MacLeod Heminway on Friends-and-Family Insider Trading

Website url: https://andrewkjennings.com/2022/11/27/joan-macleod-heminway-on-friends-and-family-insider-trading/

Check it out.  Consider subscribing!

November 28, 2022 in Joan Heminway, Research/Scholarhip, Securities Regulation, White Collar Crime | Permalink | Comments (0)

Tuesday, November 22, 2022

Teaching Corporate Finance: Public & Exempt Offerings

 

Yesterday, I taught my Corporate Finance students about public offerings (focusing on initial public offerings--IPOs) and exempt offerings of securities.  The front end of this course focuses on the instruments of corporate finance and the back end focuses on a number of different corporate finance transactional contexts.  Although Business Associations is a prerequisite for the course, Securities Regulation is not.  As a result, the 75 minutes I spend on public and exempt offerings is less doctrinally focused and more practically driven (unsurprising, perhaps, given the fact that my Corporate Finance course is a practical applied experiential offering).

Students prepare for the class session by reading parts of the SEC's website on going public and exempt offerings and reviewing an IPO checklist created and modified by me from a timetable/checklist I generated while I was in full-time law practice.  Each student also must bring to class and be prepared to discuss a news article or blog post on public securities offerings.  I share general knowledge and we dialogue about insights gained from the discussion items they bring to class.  It usually turns out to be a fun and engaged class day, and yesterday's class meeting proved to be no exception.

I captured the board work on my phone and have pasted the photos in below.  (I should note that I use a much more detailed public offering timeline in Securities Regulation, which I have memorialized in a series of PowerPoint slides.  But the whiteboard version depicted below seems to be at about the right level of detail for the students in this course.)  I am curious about how my coverage of public and exempt securities offerings might compare to what others give to this material in similar courses.  Feel free to share in the comments.

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November 22, 2022 in Corporate Finance, Joan Heminway, Securities Regulation, Teaching | Permalink | Comments (0)

Tuesday, November 15, 2022

SEALS 2023 - Congressional Insider Trading Discussion Group

Co-blogger John Anderson and I are considering submitting a late proposal for the inclusion of a discussion group in the Business Law Workshop for the 2023 annual meeting of the Southeastern Association of Law Schools (SEALS). The 2023 conference is scheduled to be held from July 23 - July 29 at the Boca Raton Resort and Club. A draft title and description for the possible discussion group follow.

Stock Ownership and Trading by Government Officials - Time for Reform?

Allegations of unlawful insider trading by government officials have again been making headlines. Multiple Senators were investigated for suspiciously timed trades in advance of the COVID-19 market collapse. A February 2022 Business Insider article identified members of both houses of Congress hailing from both major political parties who have failed to comply with applicable federal legislation. And a recent poll found that more than three-quarters of American voters think members of Congress have an “unfair advantage” in trading stocks. This discussion group focuses on insider trading by government officials and the need for and nature of possible responses.

Please contact me as soon as possible if you are interested in participating. We need to assemble a group of at least ten folks in total, at least half of whom are from SEALS member schools.  And the program is filling up fast!

November 15, 2022 in Conferences, Joan Heminway, Securities Regulation | Permalink | Comments (0)

Monday, November 14, 2022

Business Lawyers as "Financial Institutions"?

Earlier today, I received a communication from the American Bar Association's Governmental Affairs Office.  It was a request for action (as would often come from a government affairs office) relating to the ENABLERS Act amendment to the National Defense Authorization Act (NDAA).  The contents admittedly somewhat stunned me.  I include them in pertinent part below.

This . . . Senate amendment, like the similar amendment contained in the House-passed version of the NDAA, would regulate many business lawyers and law firms under the Bank Secrecy Act (BSA) and could require them to report a substantial amount of attorney-client privileged and other protected client information to the government.

The ENABLERS Act amendment, sponsored by Sen. Sheldon Whitehouse (D-RI), would change the BSA’s definition of “financial institution” to include lawyers and law firms that provide legal services to clients involving company formation, trust services, acquiring or disposing of interests in those entities, and many other specified financial activities. It would also require the Treasury Department to issue new regulations that could subject these lawyers and law firms to some or all of the BSA’s requirements for financial institutions. This could force you to submit Suspicious Activity Reports (SARs) on your clients’ financial transactions (without notifying the clients); identify and verify your clients’ accounts to the government; establish due diligence policies that could conflict with state supreme court rules; create costly and burdensome new anti-money laundering programs within your law firm; and undergo periodic or random audits to assess compliance. 

I have not been following this at all.  I wonder if any of you have been . . . .  Of course, the ostensible purpose is to combat money laundering--certainly a worthy goal.  But the incursion on the lawyer-client relationship, assuming the description above is accurate (and I am still wading into this, in all candor), does seem rather vast.  Please leave comments if you have thoughts to offer.  I am intrigued.

November 14, 2022 in Joan Heminway, Lawyering, Legislation | Permalink | Comments (0)

Monday, November 7, 2022

Let Them Teach!

How many of you who are or were engaged in the practice of law were asked to help a senior lawyer in your office prepare for or present at a continuing legal education (CLE) program?  How many of you felt well prepared for that experience when it presented itself?  I remember being asked to help script and help present at a number of CLE programs during the era in my practice in which I was still working on figuring things out.  The associated imposter syndrome was real.  I hope to make my students better prepared for that kind of engagement in their law practice.

As many readers know, I teach Corporate Finance as an experiential offering--a limited enrollment three-credit-hour planning and drafting course.  I teach the course in two 75-minute segments each week.  Along the way, I engage students with related practice experiences.  One of them is a CLE-like teaching activity.  Specifically, as the syllabus describes, it is a course requirement (part of each student's class participation grade) that they participate in a "class expert experience."

Class expert experience: Together with a partner, you are required to serve as a class expert as part of a peer-to-peer teaching experience once during the course of the semester. You will have the opportunity to choose a topic from a list of open assignments and a partner for your expert teaching experience. You may sign up on the class website starting the second week of the semester. Do not wait too long to do this.

On your day as a class expert, you and your partner will lead a class discussion on the topic of the reading assignment (plan for 45-60 minutes, since there will be questions and interruptions). I will supply you with substantive guidance on coverage and make myself available to you as you prepare for your in-class expert presentation. The format for your presentation can be anything you want–PowerPoint slides, real-time document analysis (using the document camera or otherwise), poetry readings, a skit, songs, a game–anything you want. If you decide to use PowerPoint slides or other projections, please let me know so that we can coordinate your use of the classroom technology.

Apart from accurate and complete substantive coverage of the assigned material, the only requirements for your expert experience are that you (a) involve the rest of the class in your in-class presentation, (b) illustrate or suggest ways in which transaction participants could use the material you are presenting to draft the operative documents differently to better achieve their objectives, and (c) finish within the allotted time. These four requirements—accurate and complete coverage, audience engagement, drafting suggestions, and time efficiency—can be met in many ways. As an audience-participation component, for example, you may want to ask questions of your classmates or involve them in an exercise, or you could take a poll on an issue relating to the topic. FYI, our TWEN site has polling functions and several other teaching tools. Zoom also has a polling capability, and there are other software applications to which we have access that also may be of interest. Just let me know in advance what you want or envision, and I will try to ensure that you have the resources you need. You may make drafting suggestions orally or in writing or through interaction with the rest of the class. Again, use whatever teaching method or methods you want–just make sure you meet the four requirements.

We try to have some fun along the way, too.  Donuts and Halloween candy/notions become participation incentives, Kahoot! competitions test class learning, and songs (Pink Floyd's Money has made at least one appearance) reinforce points made in memorable ways.  This part of the course has evolved over the years as I have learned from what students do and as the course learning objectives become more refined.  Interestingly, in past course evaluations, students have described this course component as both the most challenging and the most rewarding component of the course.  Sometimes, the same student will describe the experience both ways, citing to the distinctive reward that comes from confronting and responding to a significant challenge.  

I share all this with you today because my last Corporate Finance student class experts present on Wednesday (on the structure and key contents of M&A agreements).  I look forward to it, but I also regret that this part of the course is coming to an end.  As usual, and I have been impressed by what students have done and are doing to both learn and teach (all, in short order).

November 7, 2022 in Joan Heminway, Teaching | Permalink | Comments (4)

Monday, October 24, 2022

Fordham JCFL Volume XXVIII: Call for Submissions

The Fordham Journal of Corporate & Financial Law is now accepting submissions for the Spring 2023 Issue of Volume XXVIII.  As one of the premier student-edited business law journals in the country, the Journal ranks among the top-five specialty journals in banking and financial law, and among the top-ten specialty journals in corporate and securities law.

The Journal welcomes articles and essays addressing important issues in banking, bankruptcy, corporate governance, capital markets, finance, mergers and acquisitions, securities, and tax law and practice.

Please send all submissions to either our Scholastica page or our email at jcfl@fordham.edu. For consideration in our Spring 2023 Issue, kindly send in your submissions by Friday, December 14th, 2022.

For more information regarding submissions, please visit our website. If you have any questions, please contact Brendan Finnerty, Senior Articles Editor, at bfinnerty6@fordham.edu.

October 24, 2022 in Call for Papers, Joan Heminway | Permalink | Comments (0)

Monday, October 10, 2022

M&A Teaching/Learning Resources for the Academy and the Bar - A Reprise

It's been a minute since I mentioned and promoted my coauthored series of annotated model business combination agreements published with UT Law's business law journal, Transactions: The Tennessee Journal of Business Law.  I offer a list below, with a hypertext link to the SSRN posting of each.  These forms of agreement can be used as teaching or training resources.

Buying Assets in Tennessee: An Annotated Model Tennessee Asset Purchase Agreement

Buying Stock in Tennessee: An Annotated Model Tennessee Stock Purchase Agreement

Bank Mergers in Tennessee: An Annotated Model Tennessee Bank Merger Agreement

Acquisition Escrows in Tennessee: An Annotated Model Tennessee Acquisition Escrow Agreement

Acquisition Licenses in Tennessee: An Annotated Model Tennessee Acquisition License Agreement

Bills of Sale in Tennessee: An Annotated Model Tennessee Bill of Sale

This video is offered as a bonus: What is a Merger Anyway? from the 2019 Business Law Prof Blog Symposium (Connecting the Threads III).  The edited transcript is published in our Transactions journal and published here.

Enjoy!  Holler at me with any questions.

October 10, 2022 in Joan Heminway, M&A, Teaching | Permalink | Comments (1)

Monday, October 3, 2022

The Wit and Wisdom of Tom N.

It was so wonderful to be able to host an in-person version of our "Connecting the Threads" Business Law Prof Blog symposium on Friday.  Connecting the Threads VI was, for me, a major victory in the continuing battle against COVID-19--five healthy bloggers and a live audience!  Being in the same room with fellow bloggers John Anderson, Colleen Baker, Doug Moll (presenting with South Carolina Law friend-of-the-BLPB Ben Means), and Stefan Padfield was truly joyful.  And the topics on which they presented--shadow insider trading, exchange trading in the cloud, family business succession, and anti-ESG legislation--were all so salient.  (I offered the abstract for my own talk on fiduciary duties in unincorporated business associations in last week's post.)  For a number of us, the topic of our presentations arose from work we have done here on the BLPB.

This year, as I noted in my post last week, we had a special guest as our luncheon speaker.  That guest would be known to many of you who are regular readers as "Tom N."  Tom has commented on our blog posts here on the BLPB for at least eight years.  (I rooted around and found a comment from him as far back as 2014.)  And Tom lives right here in Tennessee--in middle Tennessee, to be exact (closer to Haskell Murray than to me).  You can check out his bio here.  I am delighted that we were able to coerce Tom to give up a day of law practice to come join us at the symposium.

The title/topic for Tom's talk was "A Country Boy Busines Lawyer's View from Down in the Weeds."  The talk was, by design, a series of reflections on Tom's wide-ranging business law practice here in the state of Tennessee.  He tries to stay out of the courtroom, but by his own recounting, he has been in court in every county in the state--and Tennessee has 95 counties!  

In the end, Tom ended up offering a bunch of tips for law students and lawyers (both of whom were in attendance at the symposium).  I took notes during Tom's talk.  I have assembled them into a list below.  The key points are almost in the order in which they were delivered.  The stories that led to a number of these snippets of practical advice were priceless.  You had to be there.  Anyway, here is my list, together with a few editorial comments of my own.  Tom can feel free to add, correct, or dispute my notes in the comments!

  • Take tax courses; if you fear they may hurt your GPA, audit them.
  • Use all available resources to get more knowledge.  (Tom indicated that he bought Westlaw/used Practical Law as a solo practitioner for many years but recently gave it up.  he also noted that he regularly reads a number of the law prof blogs.)
  • Be a bar association member and access the resources bar associations provide.  (Tom noted the excellent written materials published by the American Bar Association and the superior continuing legal education programs produced by the Tennessee Bar Association.)
  • “You are going to learn to write in law school.”  (Tom advised focusing on clear, efficient writing—something I just emphasized with my Business Associations students last week.)
  • Publish in the law.  (Tom shared his view that writing in the law improves both knowledge and analysis.)
  • Expect the unexpected, especially in court (e.g., confronting in court transactions in pot-bellied pigs involving a Tennessee nonprofit).  And as a Corollary: "You can't make this stuff up."  The truth often is stranger than anything you could make up . . . .)
  • In business disputes, never assume that an attorney was there on the front end.  (And yes, there was mention of the use by many unknowledgeable consumers of online entity formation services.)
  • As a lawyer, be careful not to insert your own business judgment.  The business decision is the client's to make.
  • Relatedly, let the business people hand you the framework of the deal.
  • Along the same lines: "I am not paying people to tell me I can’t do it; I am paying people to tell me how to do it.”  (As heard by Tom from his father, a business owner-manager.  I think many of us have heard this or learned this—sometimes the hard way . . . .  I do try to prevent my students from learning that lesson the hard way by telling them outright.)
  • And further: “You want to screw up a deal, put the lawyers in the center of it.”
  • As a courtroom lawyer, know the judges and—perhaps more importantly—court clerks!
  • Introduce yourself to everyone; they may be in a position to help you now or later (referencing the time he introduced himself, unknowingly, to John Wilder, the former Lt. Governor of Tennessee, who proceeded to introduce him to the local judges).
  • Preparation for the bar exam is a curriculum of its own.  (That's close to a quote.)
  • “A lot of things go more smoothly of you can get people talking.”  (Tom is more of a fan of mediation than arbitration.)
  • Local rules of court may not be even published; sometimes, you just need to pick up the phone and call the court clerk.  (Another reason to get to know local court clerks!)
  • Developing rapport with a judge is incredibly important to successful courtroom lawyering.
  • Saying "I don’t know" does not hurt anything; in fact, it may help judges/others develop confidence in you and your integrity.
  • Your law school grades will not matter after your first or second job.  Employers will be looking at you and your professional record, not your grades.

I am sure I missed something along the way.  Maybe my fellow bloggers in attendance will have something to add.  But this list alone is, imv, pure gold for students and starting lawyers.

October 3, 2022 in Colleen Baker, Conferences, Corporate Governance, Family Business, Haskell Murray, Joan Heminway, John Anderson, Lawyering, Securities Regulation, Stefan J. Padfield, Unincorporated Entities | Permalink | Comments (1)

Monday, September 26, 2022

UT Law Again Welcomes the Business Law Prof Blog to Knoxville!

After two years of the "Zoom version" of the annual Business Law Prof Blog symposium, Connecting the Threads VI, the live, in-person symposium is back.  Scheduled for this coming Friday, September 30, the symposium features presentations by me and fellow BLPB bloggers John Anderson, Colleen Baker, Doug Moll (with co-presenter and special guest Ben Means), and Stefan Padfield.  The agenda and more can be found here.  UT Law looks forward to hosting this event for a sixth year!

I will be speaking on The Fiduciary-ness of Business Associations.  A brief summary follows.

Fiduciary duty has historically been a core value of statutory business associations.  However, with Delaware leading the charge, limited liability company and limited partnership statutes in some jurisdictions allow equity holders to contractually eliminate fiduciary duties.  In addition, state legislatures in jurisdictions like Wyoming and Tennessee have adopted legislation that allows decentralized autonomous organizations—blockchain-based associations of business venturers—to organize as limited liability companies and avoid statutory fiduciary duties without engaging in private ordering. 

The public policy ramifications of some of these legislative moves have not been fully vetted in traditional ways or have not been completely explored in certain contexts.  Moreover, business lawyers now have more options in advising businesses and their constituents, adding to already complex matrices applicable to choice-of-entity decision making.  This presentation offers a window on recent fiduciary-related legislative developments in business entity law and identifies and reflects on related professional responsibility questions impacting lawyers advising business entities and their owners.

I look forward to seeing my co-bloggers in person, sharing some ideas, and hearing from the commentators--my UT Law colleagues and students.  BLPB commenter Tom N. is making a special appearance as the symposium lunch speaker, too.  It should be a great day all around!

September 26, 2022 in Colleen Baker, Conferences, Joan Heminway, John Anderson, Stefan J. Padfield | Permalink | Comments (1)

Monday, September 12, 2022

U.C. Irvine Law Seeking Business Law and Other Faculty

The University of California, Irvine School of Law invites applications for tenured/tenure-track faculty positions and for a full-time clinical position with security of employment or the potential for security employment, all with a start date of July 1, 2023. One tenured/tenure-track position is for a faculty member whose research, teaching, and service contribute to UCI’s Black Thriving Initiative (BTI) and the Infrastructure Equity Cluster Hiring Initiative. “Infrastructure equity” is meant broadly to include the promotion of justice in a wide range of public policy areas, including environmental, transportation, water and other natural resources, land use, energy, communication, and health care law. UCI Law also invites applications for tenured/tenure-track positions, in all subject areas, with particular interest in candidates who teach and write in business law, private law, procedural law, and public law. The clinical position is for a faculty member who will either create a new clinic or co-teach in one of the law school’s existing clinics.

The School of Law is a visionary law school focused on training talented and passionate lawyers and driven by professional excellence, intellectual rigor, and a commitment to enrich our communities through public service. UCI Law, founded just 14 years ago, is the newest public law school in California and is highly regarded for its faculty and expert practical training. UCI Law offers a distinct, innovative approach to legal education that features experiential learning and interdisciplinary studies. Committed to values of public service, excellence in scholarship and teaching, and fostering a diverse, inclusive community, UCI Law is home to distinguished faculty and passionate, talented, and socially conscious students.

Applicants for tenured/tenure-track positions must hold a J.D. or a Ph.D. in a related area from an accredited institution and have demonstrated potential for outstanding teaching and scholarly achievements. Scholars from all areas of interest are encouraged to apply.

Applicants for the clinical position must hold a J.D. and be licensed to practice law in California by the end of their first year of employment. At least five years of practice experience and two years of clinical teaching experience are strongly preferred, but all applicants must have demonstrated potential for outstanding teaching achievements. Scholars from all areas of interest are encouraged to apply.

For more information about UCI Law, visit: www.law.uci.edu.

Interested candidates can obtain more information about all positions, and should submit application materials, using UC Irvine’s online application system, AP Recruit. Information on the Infrastructure Equity Cluster position is at https://recruit.ap.uci.edu/JPF07784. Information on the other tenured/tenure-track position is at https://recruit.ap.uci.edu/JPF07786. Information on the clinical position is at https://recruit.ap.uci.edu/JPF07808.

The University of California, Irvine is an Equal Opportunity/Affirmative Action Employer advancing inclusive excellence. All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability, age, protected veteran status, or other protected categories covered by the UC nondiscrimination policy. A recipient of an NSF ADVANCE award for gender equity, UCI is responsive to the needs of dual career couples, supports work-life balance through an array of family-friendly policies, and is dedicated to broadening participation in higher education.

September 12, 2022 in Joan Heminway, Jobs | Permalink | Comments (0)

Monday, September 5, 2022

Labor Day, Grandparents, and the Workplace

I have written in this space about Labor Day for many years now.  See here, here, here, here, and here for the posts from the past few years.  Each year, I write about something related--closely or vaguely--to the holiday.  I actually see it as my "job" as the regular Monday blogger for the BLPB to provide some kind of linkage to Monday holidays.  However, I also find that Monday holidays serve as a creative outlet for me--one that often reflects a personal or professional moment in which I find myself when I write the post.

This year, I am drawn to think about family, especially parents and grandparents.  My two children, both adults in their 30s, lost the last of their grandparents, my father, a few weeks ago.  So, all of that has been on my mind.  But what could any of that have to do with Labor Day?  I went on a digital treasure hunt to see what I could turn up . . . .

Imagine my joy when I found this article, penned eight years ago for the Association of Corporate Counsel by Anil Adyanthaya, then Senior Corporate Counsel at Analog Devices.  The title of the article, A Grand Approach to In-house Practice, intrigued me.  But the content sold me.  Amazingly, it ties together Labor Day with another September holiday, Grandparents Day!  Of course, that September holiday connection synced perfectly with my current family focus.  He writes:

The national holiday most people associate with September is Labor Day. That’s understandable considering its role as the unofficial end of summer and its purpose of honoring the great driver of our nation’s progress: the American worker. Most in-house counsel, when asked to name the September holiday most relevant to their career, would obviously name Labor Day as well. Because of our workloads, it would probably be the top choice for corporate counsel regardless of month!

But it may surprise you to learn that Labor Day is not the only September holiday relevant to in-house counsel. That other national holiday is Grandparents Day, which falls on the first Sunday after Labor Day. The statute creating Grandparents Day was signed into law by President Jimmy Carter in 1978 and states, in part, that the holiday’s purpose is “to help children become aware of [the] strength, information and guidance [that] older people can offer.’’

The main thesis of the article?  Mentoring--employing that "strength, information, and guidance" to help others in the workplace--is important to what in-house counsel bring to the task.  Here's the ultimate conclusion, but I urge you to read the entire article, which is only one page in length.

[T]his month, as we honor our grandparents, whose wisdom and caring have done so much to shape our own lives for the better, please remember that one way to express that esteem is to take their example and apply it in our own lives. Our workplaces provide an excellent opportunity to do just that. And it won’t involve buying any ice cream or knowing any knock-knock jokes. Unless you work for a really interesting company.

I am privileged to have a career that allows, encourages, and enables me to engage in mentoring colleagues and students every day.  So, in honor of both Labor Day and Grandparents Day, I plan to redouble my efforts to use the "strength, information, and guidance" with which age has blessed me to help others in and through my work.  These efforts are emblematic of the brand of servant leadership that I enjoy most.

September 5, 2022 in Joan Heminway, Teaching | Permalink | Comments (0)

Sunday, September 4, 2022

AALS Section on Business Associations - Tuesday Deadline for 2023 Annual Meeting Submissions

Jim Park, Chair of the Section on Business Associations of the Association of American Law Schools recently sent section members a reminder message relating to submissions for the section's program for the 2023 Annual Meeting.  The extended deadline for submissions is Tuesday.  I blogged about the call for papers back in May (the post includes the entire initial call for papers) and am including an excerpted version of Jim's recent message below for ease of reference.

*****

Dear Members of the AALS Business Associations Section:

I am writing to let you know that the deadline for submitting a paper for presentation at our program in San Diego on January 4, 2023 has been extended to Tuesday, Sept. 6, 2022. The topic of the program is Corporate Governance in a Time of Global Uncertainty. Please send all submissions to Mira Ganor at mganor@law.utexas.edu with the words "AALS - BA- Paper Submission" in the subject line of your submission email. . . .

Thanks, Jim

*****

I hope folks whose research addresses the call will send along their work for consideration.  The annual meeting program often is a great way to jumpstart the new semester and generates ideas for future scholarship and collaborations.  Both presenters and audience members benefit in these and other ways.

September 4, 2022 in Call for Papers, Conferences, Joan Heminway | Permalink | Comments (0)

Friday, August 26, 2022

Case Western Law - Tenure/Tenure Track Faculty Positions

CASE WESTERN RESERVE UNIVERSITY SCHOOL OF LAW invites applications for tenured or tenure-track faculty positions, beginning July 2023. 

The school is seeking entry-level candidates with demonstrated law teaching and scholarship potential, as well as lateral candidates with strong scholarly track records and substantial law teaching experience. Areas of interest for teaching and scholarship include environmental law, property, copyright, trademark, torts, tax, commercial law, and family law. Appointment will be considered at the Assistant, Associate, or Full Professor level, based upon prior teaching experience and scholarship. Positions may include the opportunity to teach in the Kramer Law Clinic, or administrative responsibilities in the Coleman P. Burke Center for Environmental Law or the Spangenberg Center for Law, Technology, and the Arts. 

Applicants should provide a CV, cover letter identifying their interest in the position as well as their future research agenda, and a statement explaining how their research, teaching, and/or service have contributed to diversity, equity and inclusion within their scholarly field(s) and/or how their individual and/or collaborative efforts have promoted structural justice inside and outside institutions of higher learning. This statement should also reflect on the ways in which the candidate's continued efforts will foster a culture of diversity, pluralism, and individual difference at Case Western Reserve University into the future.  Ideally applicants should be experienced in working with diverse student populations, including international graduate legal studies students and non-JD masters in legal studies students.  Candidates must have a JD from an accredited law school.   

Applicants should submit a cover letter, curriculum vitae, summary of teaching experience, diversity statement, and the contact information for three professional references to facultylawjobs@case.edu in one PDF file. Further information about the law school is available at http://law.case.edu.

In employment, as in education, Case Western Reserve University is committed to Equal Opportunity and Diversity.  All qualified applicants will receive consideration without regard to race, color, religion, gender, gender identity or expression, sexual orientation, national origin, genetics, disability, age, political affiliation, or veteran status.

Case Western Reserve University provides reasonable accommodations to applicants with disabilities. Applicants requiring a reasonable accommodation for any part of the application and hiring process should contact the Office of Inclusion, Diversity and Equal Opportunity at 216-368-8877 or equity@case.edu to request a reasonable accommodation. Determinations as to granting reasonable accommodations for any applicant will be made on a case-by-case basis.

August 26, 2022 in Joan Heminway, Jobs | Permalink | Comments (0)

Thursday, August 25, 2022

Georgia State Hiring in Business Law

Georgia State University College of Law invites junior and lateral candidates to apply for tenure-track positions to begin no later than the 2023-24 academic year. The College of Law seeks candidates who will teach in one or more of the following areas: criminal law, constitutional law, evidence, business law (including corporate and commercial law), and intellectual property law.  

Part of a comprehensive research university, the College of Law is a dynamic urban law school located in the heart of Atlanta with approximately 650 full- and part-time law students. The College of Law seeks candidates who will make substantial and meaningful scholarly contributions, participate actively in the life of the law school, and who will enhance the College of Law’s strong teaching reputation. We encourage applications from candidates who would diversify our faculty. 

Applicants will have a J.D. or foreign equivalent and a strong academic record. In addition, applicants should demonstrate a track record or promise in teaching and research. Applicants should apply with a statement of interest, full curriculum vitae, research agenda, teaching evaluations (if applicable), diversity statement (if applicable), and list of references at https://academicjobsonline.org/ajo/jobs/22358, or via the AALS FAR distribution.

Review of applications will begin immediately and continue until the positions are filled. To ensure full consideration, please submit your application by September 15, 2022. Applications received after this date may be considered at the discretion of the College of Law Recruitment Committee. For any questions related to the positions, please contact Professors Nirej Sekhon (nsekhon@gsu.edu) or Rob Weber (rweber@gsu.edu).  

August 25, 2022 in Joan Heminway, Jobs | Permalink | Comments (0)

Wednesday, August 24, 2022

Arkansas-Fayetteville Seeks Advanced Business Law Tenure-Track Faculty Member

The University of Arkansas School of Law is pleased to announce that it is currently seeking applicants for a tenure-tenure track assistant or associate professor to teach Securities Regulation, Corporate Finance, and other advanced business courses in the law school curriculum starting in the 2023-2024 academic year.  Professors are expected to teach two courses in each semester.

We also seek to fill a tenure-track clinical position starting in the 2023-2024 academic year, with a focus on economic development, transactional practice, business or entrepreneurship. Clinical professors are expected to teach 6 to 8 students during the fall and spring semesters.

Both entry-level and lateral applicants are encouraged to apply.  

A candidate must have a J.D. degree from an ABA accredited law school and a commitment to teaching in an environment dedicated to excellence in teaching and mentoring of students. We look for innovative faculty with a preference for both practice and teaching experience. Applicants must demonstrate a commitment to service to legal education and to the wider community as well as a desire to engage in the intellectual life of the University. The University of Arkansas School of Law is dedicated to the aims of diversity and strongly encourages applications from women and minorities.

 The University of Arkansas-Fayetteville, located in the northwest corner of the state, is the flagship campus of the University of Arkansas. U.S. News & World Report has consistently ranked the city of Fayetteville as one of the "top five" places to live in America. The region is welcoming, forward-thinking, and full of opportunities for outdoor recreation. The University of Arkansas is an equal opportunity, affirmative action institution. The university welcomes applications without regard to age, race/color, gender (including pregnancy), national origin, disability, religion, marital or parental status, protected veteran status, military service, genetic information, sexual orientation, or gender identity. Persons must have proof of legal authority to work in the United States on the first day of employment.

 All applicant information is subject to public disclosure under the Arkansas Freedom of Information Act. Questions and expressions of interest should be directed to Professor Carl Circo, Chair of the Faculty Appointments Committee, at ccirco@uark.edu.

Please apply for the Business law position at the link below: 

 uasys.wd5.myworkdayjobs.com/en-US/UASYS/details/...

Please apply for the Clinic position at the link below:

uasys.wd5.myworkdayjobs.com/en-US/UASYS/details/...

August 24, 2022 in Joan Heminway, Jobs | Permalink | Comments (0)

Tuesday, August 23, 2022

Mercer Law Seeks Tenure-Track Business/Commercial Law Faculty

Mercer University School of Law invites applications from entry-level candidates (including pre-tenured laterals) for three tenure-track faculty positions to begin in the Fall of 2023. We welcome applications from candidates in all subject matter areas, including legal writing and experiential courses, and we are particularly interested in hiring at least one candidate with a background or interest in contracts, business law and/or commercial law.

Of particular note, we welcome candidates who are truly entry-level, with no prior law teaching experience, but who show significant promise for excellence in teaching and scholarship. With that in mind, if you know any recent graduates who may be interested or particularly promising, please pass this announcement to them.

Candidates who will add to the diversity of our faculty are particularly encouraged to apply. Mercer University is an AA/EEO/ADA employer. Applicants should have a J.D. degree from an accredited university/college, a commitment to excellence in teaching, and demonstrated potential for excellence in research and scholarship. Interested applicants will need to complete the brief online application at: hr.mercer.edu/jobs and attach a current CV with the names and contact information for three references. For information contact Professor Tim Floyd, Chair, Appointments Committee, Mercer University School of Law, floyd_tw@law.mercer.edu.

August 23, 2022 in Joan Heminway, Jobs | Permalink | Comments (0)

Monday, August 22, 2022

Emory Law Hiring in Business Law and Related Areas

The following comes to us from friend of the BLPB George S. Georgiev at Emory Law:

Emory Law is looking to fill several faculty positions, including positions in corporate law, bankruptcy law, tax law, private international law, AI, and employment/labor law, which may be of particular interest to BLPB readers. The full hiring announcement is provided below.

Emory Law Faculty Hiring Announcement

Emory Law seeks to fill seven faculty positions to begin in the 2023-24 academic year.  Entry-level candidates are strongly encouraged to participate in the AALS Faculty Appointments Register. Lateral candidates should complete the online application which requires creating an account, uploading a resume or CV, and providing basic demographic information. In addition, applicants should submit a cover letter, a current CV, a published or unpublished academic article, a brief research agenda, and an indication of teaching interests (if not listed on the CV) to the chair of the Faculty Appointments Committee: Joanna Shepherd, at law.faculty.appointments@emory.edu. Applications will be considered on a rolling basis. The positions are as follows: 

  1. Assistant or Associate Professor- Tax Law 

Emory University School of Law seeks to fill one to two positions in tax law beginning in the 2023-2024 academic year. The positions are open to entry-level and lateral candidates at the rank of assistant or associate professor. Candidates must have a J.D., Ph.D., or equivalent degree, and a distinguished academic record. Candidates should have a strong track record and/or show outstanding promise in research in tax law or related fields, and the ability to teach at least one tax course. Where a candidate has met the law school’s standards for scholarly excellence and demonstrated the ability to teach tax-related courses, a candidate’s interest in teaching in the 1L curriculum will be an additional positive factor.  

  1. Assistant or Associate Professor- Employment/Labor Law 

Emory University School of Law seeks to fill a position in employment or labor law beginning in the 2023-2024 academic year. The position is at the rank of assistant or associate professor and is open to entry-level and lateral candidates. Candidates must have a J.D., Ph.D., or equivalent degree, and a distinguished academic record. Candidates should have a strong track record and/or show outstanding promise in research in employment law, labor law, or related fields. Candidates should also have the ability to teach one or more employment or labor law courses. Where a candidate has met the law school’s standards for scholarly excellence and demonstrated the ability to teach employment-related courses, a candidate’s interest in teaching in the 1L curriculum will be an additional positive factor.

  1. Associate or Full Professor- Corporate Law 

Emory University School of Law seeks to fill a position in corporate law beginning in the 2023-2024 academic year. The position is open to lateral candidates at the rank of associate (2+ years of experience) or full professor. Candidates must have a J.D., Ph.D., or equivalent degree, and a distinguished academic record. Candidates should have a strong track record and/or show outstanding promise in research in corporate law or related fields. Candidates should also have the ability to teach at least one corporate or business law course.  Where a candidate has met the law school’s standards for scholarly excellence and demonstrated the ability to teach corporate-related courses, a candidate’s interest in teaching in the 1L curriculum will be an additional positive factor.

  1. Assistant, Associate, or Full Professor- Bankruptcy Law 

Emory University School of Law seeks to fill a position in bankruptcy law beginning in the 2023-2024 academic year. The position is open to entry-level and lateral candidates of all levels of experience. Candidates must have a J.D., Ph.D., or equivalent degree, and a distinguished academic record. Candidates should have a strong track record and/or show outstanding promise in research in bankruptcy, commercial law, or related fields. Candidates should also have the ability to teach at least the foundational bankruptcy course. Where a candidate has met the law school’s standards for scholarly excellence and demonstrated the ability to teach bankruptcy, a candidate’s interest in teaching in the 1L curriculum will be an additional positive factor.

  1. Assistant, Associate, or Full Professor- Constitutional Law/Law & Religion 

Emory University School of Law seeks to fill a position in constitutional law with a priority given to candidates who have interest and/or expertise in law & religion (including but not limited to religious freedom), beginning in the 2023-2024 academic year. The position is open to entry-level and lateral candidates of all levels of experience. Candidates must have a J.D., Ph.D., and/or equivalent degree, and a distinguished academic record. Candidates should have a strong track record and/or show outstanding promise in research in constitutional law, law & religion, and related fields, and the ability to teach one or more constitutional law and law and religion courses. The successful candidate will have the opportunity to participate in the law school’s globally-recognized Center for the Study of Law and Religion.

  1. Assistant, Associate, or Full Professor- Artificial Intelligence 

Emory University School of Law seeks applications from legal scholars of all levels of experience whose work engages issues related to artificial intelligence (AI), machine learning (ML), and data science. Candidates should have exceptional records in research, teaching, and service and have attained a J.D., Ph.D., or equivalent degree. Where a candidate has met the law school’s standards for scholarly and teaching excellence, interest in teaching in the 1L curriculum will be an additional positive factor.  

Over the next several years, across its departments, Emory University will hire 50 to 60 faculty members with a focus on, but not limited to, four topical areas: AI and Health; AI and Social Justice/Law; AI and Business/Economics and Entrepreneurship/Law; and AI and the Humanities and Arts. Emory Law has already recruited two leading scholars working in AI-related fields. Additional information about the university’s initiative can be found here.  The law school has also announced the Innovation and Legal Tech Initiative, which will explore the implications of AI, machine learning, and data science for the practice of law. 

  1. H. Gyr Professor of Private International Law

Emory University School of Law seeks applications from distinguished scholars for the K.H. Gyr Professor of Private International Law. The Gyr professorship recognizes outstanding achievement in scholarship and teaching in disciplines related to private international law, including international conflict of laws, international economic law, trade, international commercial arbitration and litigation, financial regulation, international business transactions, and other fields relating to private international law. Candidates should have exceptional records in research, teaching, and service and have attained a J.D., Ph.D., or equivalent degree. Candidates should currently hold a tenured academic appointment and should be eligible for appointment as a full professor at Emory. Where a candidate has met the law school’s standards for scholarly excellence and demonstrated the ability to teach courses related to private international law, a candidate’s interest in teaching in the 1L curriculum will be an additional positive factor. 

August 22, 2022 in Joan Heminway, Jobs | Permalink | Comments (0)

Sunday, August 21, 2022

Brandeis School of Law Seeks Tenure-Track Faculty

The University of Louisville's Brandeis School of Law invites applications for two or more tenure-track full-time faculty positions at the Associate/Assistant professor level to commence on July 1, 2023. Curricular needs include torts, contracts, civil procedure, criminal procedure, professional responsibility, intellectual property, family law, and commercial law. Academic rank and salary will be commensurate with qualifications and experience.

The University of Louisville's law school: The University of Louisville's Brandeis School of Law is committed to excellence in preparing lawyers for productive careers. The school boasts an excellent faculty with a deep commitment to teaching and academic support, and a low student-faculty ratio.  Our smaller class sizes foster close interaction between students and faculty, nurture a culture of collegial learning, and provide opportunities for individualized attention. Candidates are also expected to have a commitment to rigorous scholarly production.

The School of Law strives to promote collegiality and professionalism, and its culture is based on civility and respect for all students, faculty, and staff.  The school also seeks to admit and support a diverse law school population and provides opportunities to share and discuss differing opinions. 

Applicants: Applicants for this position should have distinguished academic credentials, a record of scholarship, and a strong commitment to scholarship, teaching, service, professional ethics, and collegiality. The School of Law values the diversity of its faculty and encourages applications from persons who will contribute to that diversity.

The Committee will begin reviewing applications immediately and continue to review until hiring needs are met. 

Equal Employment Opportunity

The University of Louisville is an equal opportunity, affirmative action employer, and is committed to providing employment opportunities to all qualified applicants without regard to race, sex, age, color, national origin, ethnicity, creed, religion, disability, genetic information, sexual orientation, gender, gender identity and expression, marital status, pregnancy, or veteran status. If you are unable to use our online application process due to an impairment or disability, please contact the Employment team at employment@louisville.edu or 502.852.6258.

August 21, 2022 in Joan Heminway, Jobs | Permalink | Comments (0)

Saturday, August 20, 2022

Charleston School of Law Seeks Business Law Faculty

Charleston School of Law in Charleston, South Carolina welcomes applications for full-time, tenure-track faculty. The School of Law also welcomes applicants interested in a full-time visitorship. The School is presently looking for candidates interested in teaching one or more of the following subjects: Business Organizations; Sales; Secured Transactions; and, Tax. However, our curricular needs are flexible, and we welcome applications from all candidates whose teaching, service, or research interests will promote the School's goals of excellent teaching, community service, diversity, and inclusion.

Ideal candidates will show commitment to becoming stellar teachers and passionate, enthusiastic colleagues, who are willing to invest considerable energy and effort in service and institution building by collaborating with the rest of the faculty to achieve excellence at the School of Law. We value candidates with practice experience who will bring the real world of lawyering to the classroom. We also value previous teaching experience, including as adjunct faculty, at a law school or college. However, completion of visiting assistant professor programs, fellowships, Ph.D. degrees, and LL.M. degrees are not prerequisites. We are looking, instead, for a demonstrated ability to grow into the role of teacher and scholar.

Charleston School of Law is an ABA fully-accredited institution reinvigorating the study of law by offering a rich, comprehensive three-year program rooted in excellence. Our campus is located in the Upper King Street district of historic, downtown Charleston, S.C., which Travel + Leisure Magazine named as the 2022 Number One Best City in the United States for the tenth consecutive year. The School of Law was founded in 2003 with a mission to instill the values of public service and professionalism in its graduates. Key goals for the School are student success and providing opportunities to historically underrepresented groups in the profession.

The School of Law prides itself on having a talented and accessible faculty and staff. Princeton Review regularly ranks Charleston School of Law as a top institution for faculty accessibility, teaching quality, and resources for women. The School's Faculty bring significant practice experience to the classroom and include former law firm partners, state and federal prosecutors, defense attorneys, corporate counsel, and military veterans. Charleston School of Law is dedicated to maintaining a diverse and inclusive community of students, faculty, and staff that fosters an appreciation for and understanding of people from a variety of cultural and ethnic backgrounds.

Applicants should submit a cover letter explaining their interest in a position at Charleston School of Law specifically, the subjects the applicant would be interested in teaching, a curriculum vitae, research agenda, and any teaching evaluations received to the Committee on Faculty Recruitment, Retention & Inclusion at facultyrecruitment@charlestonlaw.edu. Review of applications is ongoing, although we recommend submission of materials as soon as possible. Should you have any questions for the Chair of the Committee, please feel free to email Dylan Malagrinò, Associate Dean for Faculty Research & Development and Professor of Law, at: dmalagrino@charlestonlaw.edu.

The Charleston School of Law is an equal opportunity employer and does not discriminate against any individual or group on the basis of gender, sexual orientation, gender identity or expression, age, race, color, religion, national origin, veteran status, genetic information, disability, or any other legally protected class.

August 20, 2022 in Joan Heminway, Jobs | Permalink | Comments (0)

Monday, August 15, 2022

Launching Business Associations 2022 - Course Objectives

I am back in the classroom teaching Business Associations (year 23 of teaching) on Wednesday.  As I was reviewing my course objective for the course this year, I wondered how different my learning objectives for my students are from those of others.  So, I decided I would share mine here and ask for comments.  Here it is:

*          *          *

Course objective:  The doctrinal content of this course is calibrated to prepare you for the business associations portion of the bar exam.  More specifically, the course is designed to enable you to:

  • compare and contrast core legal rules relating to the existence, structure, governance, liability, and financing of basic forms of for-profit business entity (and distinguish these forms of entity from sole proprietorships governed by common law principles, including those found in agency law, as well as contract, tort, and property law) through the review and analysis of state statutory and decisional law;
  • become familiar with basic concepts addressed in U.S. federal securities regulation, including the definition of a security, the registration of securities offerings, public company registration and reporting, proxy regulation, and securities fraud;
  • understand the framework of business entity regulation and key business law tools, concepts, and principles at the intersection of theory, policy, doctrine, and practice;
  • observe how economic, social, and political dynamics impact and are impacted by the law governing for-profit businesses; and
  • apply, both in writing and through oral expression, basic principles of state business entity law and U.S. federal securities law through legal analysis in advocacy, transactional, and other legal advisory settings.

In this course, you are required to act as legal decision-makers, advocates, and advisors—both individually and as part of a group—and your performance will be assessed both individually and in a group context (with all members of the group being collectively responsible for the group’s performance, as lawyers are in law practice).  As a result, oral and written skills of various kinds (reading and listening closely and critically, analyzing methodically, persuading effectively and efficiently, self-assessing and peer assessing constructively, etc.) will be at a premium in all that we do.  Group dynamics also will play a role.  As the course permits, we will engage in contextual discussions about these kinds of skills and other aspects of lawyering (including legal ethics and professional responsibility, which pervade the course material).

*           *          *

I suspect that those of us who teach the course all have a core set of substantially similar objectives,  However, I also suspect that there is a lot of variance beyond that as to the scope of doctrine (how far beyond bar exam basics one goes) and the nature of other expectations.  Let me know in the comments or by private message if you have any comments or other reactions.  I remain curious . . . .

August 15, 2022 in Business Associations, Joan Heminway, Teaching | Permalink | Comments (0)