Monday, April 15, 2019
Last Friday, I had the honor to participate in Rutgers Law School's Fourth Annual Corporate Compliance Institute, presented by The Center for Corporate Law and Governance. I teamed up with Todd Cipperman, a lawyer and compliance professional who owns his own firm, in leading a discussion breakout session on current topics in financial services and securities compliance. Todd is the author of The Compliance Advantage: Ten Must-Know Trends to Protect Your Investment Firm. Our knowledge bases were complementary, and he was a great partner.
The Institute offered a super program, starting with a welcome lecture from Rutgers Law's own Hui Chen, former Compliance Counsel Expert for the U.S. Department of Justice Fraud Division. She outlined four concerns for us to focus on over the course of the program:
- Variety - including the many taxonomies of compliance
- Use of Data - including disparities in a firm's treatment of other peoples' data and its own
- Measurements and Outcomes - including the importance of measuring outcomes in addition to processes
- Ethics and Compliance - including the relationship between the two--whether they are co-extensive and, if not, whether one can exist without the other
Following these threads throughout the day proved to be a useful task.
Another highlight of the day for me was the luncheon talk offered by Eugene Soltes, author of Why They Do It, a book about the motivations for white collar crime that I am using in my current insider trading research project. Having said that, I also learned a bunch from the two morning panels--one on recent corporate compliance trends (focusing in on trade sanctions, antitrust, and immigration) and the other on data compliance issues (addressing governance, stewardship, and privacy, among other things). All-in-all, the day was a great way to learn and share. Thanks to Arthur Laby for inviting me.
Monday, April 8, 2019
More on leadership! It must be in the air . . . .
Last year, I blogged about the inaugural Women's Leadership in Academia Conference. It was an amazing event. The second conference is just a few months away (July 18-19), and organizer Leslie Kendrick (Vice Dean and David H. Ibbeken '71 Research Professor of Law at the University of Virginia School of Law) recently circulated important information about the 2019 conference that I want to share here.
Specifically, she has encouraged folks to register and has offered three ways to engage with the conference at this juncture. They are (and I am quoting her here):
Propose a panel: We’ve gotten some great proposals and would love to hear from you! The link for proposing a panel is on the website and here. Proposals are due by May 1.
Request a travel scholarship: If you could use financial assistance to defray the costs of attending the conference, please apply for a travel scholarship on the conference website or here. We’d love to hear from you. If at all possible, it would be helpful to receive requests by June 1.
Extend the welcome: Our mailing list includes attendees of our AALS events and last year’s conference, but we want to reach everyone possible. Please forward this information to friends and colleagues and disseminate it at your schools. We’d love to see everyone on July 18!
Leslie has invited folks to contact her about the conference. So, if you have any questions that the website does not answer, I suggest you send her a message or give her a call. Regardless, I hope that you will consider attending and, if you are so inclined, suggesting a panel topic and speakers.
Saturday, April 6, 2019
For the past two days, I had the privilege of attending a leadership conference hosted by UT Law's Institute for Professional Leadership. I admit to being pretty passionate about leadership literature, training, and cultivation. Some of that zeal no doubt comes from working with and studying the scholarship of business management. However, I also have participated in two academic leadership training programs over the past ten years, the Higher Education Resources Service's HERS Institute and the Southeastern Athletics Conference's Academic Leadership Development Program. Both were true eye-openers for me at a time when I was poised to assume a leadership role as our campus faculty senate president.
The conference this week was on developing leadership in lawyers. It is part of a series of conferences/symposia that a group of law faculty interested in this topic have been convening for a number of years now. Articles emanating from prior event proceedings are published here and here. The authors of many of the articles in those law review books have also authored stand-alone books and other works on leadership in the legal profession published elsewhere.
This week's conference treatments of the topic spanned a wide range, addressing (for instance) the places and methods for training lawyers to be leaders, since lawyers hold a disproportionately high number of leadership positions in the public sector. I enjoyed it all, but I was particularly inspired by the workshop on integrating well-being into leadership curricula, the roundtable discussions on what is already being done and what law practice needs, and the student/alumni panel on the importance and effectiveness of law school courses on leadership. There were lots of good ideas shared in these sessions and throughout the conference, and many seeds were sowed for action and further discussion. I hope to roll some of those ideas out on the BLPB over time.
Btw, the UT Law Institute for Professional Leadership has a blog. I plan to author some posts for the blog that I will certainly highlight here. But if you are interested in this topic more broadly, you may want to sign up to follow the blog by email (an option available on the blog site). Also, feel free to contact me or the Institute's director, Doug Blaze, for more information.
Monday, April 1, 2019
Dedicated BLPB readers may recall that I offered advice to job seekers in a series of posts a few (now almost three) years ago. The most recent in that series (which links to the prior posts as well as an earlier post written by BLPB co-editor Haskell Murray) related to "networking cover letters"--communications designed to get you a meeting (or at least start a productive conversation) with someone who may be able to help you progress in your professional development. That post can be found here.
A few weeks back, a friend sent me a link to this article in The New York Times. The link was accompanied by a query: "For students?" My response: "Yes! For students!"
The authors of the article see many things that I also saw as successes and perils in these kinds of communications. For example, taking my four points from that 2016 post in turn, set forth below are a few related things that the more recent article affirms.
- Respect your reader's time: "[I]t can be difficult or even unrealistic for a busy professional to coordinate bespoke consultation appointments for everyone who asks."
- Sell your strengths: "[I]mmediately highlight any commonalities and unique bonds you have." "[A]rticulate why this person is distinctly qualified to give you the knowledge you seek. Make a clear, compelling case for why you’re initiating contact. Be vulnerable, and get to the heart of why you’re reaching out."
- Consider the timing of your letter: "Expect light homework, deferrals, referrals or delays in response to a cold email asking to pick their brain."
- Stick to it: "If the expert asks you to keep them updated with your progress, do it! Continue the dialogue." "Take any relevant advice offered and let the expert know how implementing the advice panned out."
Another important tip from the article is to look at the communication as a chance to build a relationship. (“It’s not about checking a box. It’s about meeting someone and connecting to really build a relationship”). And always important (but sometimes overlooked): "Experts agree you should offer to pay for drinks or a meal. Take notes if appropriate, put your phone down (or stash it out of sight) and focus on the discussion at hand."
This is all great stuff. Many of us have opportunities to convey this kind of information to students or confirm it by repeating it to them. We should take advantage of those opportunities when they arise to enable our qualified students to get the jobs they seek.
Monday, March 25, 2019
Colleen's post yesterday--and more specifically the last interview questions she asked ("[H]ow can power yoga be particularly helpful for professors or students?“)--inspired me to write about some work that I have recently done in studying the benefits of mindfulness to lawyers and in lawyering, and more specifically in business lawyering. Colleen's entrepreneur yogi noted the obvious benefits of power yoga to physical health. But she also noted what she termed "clarity of mind." More specifically, she said: "I practice yoga to allow time away from devices and work emails, which in turn creates some distance to clear my mind and create clarity in how I want to interact with my environment."
I do, too. And I have noticed that it makes a difference in the way I interact with people. I am not alone.
I recently was challenged by my friends at the Tennessee Bar Association to present an hour of continuing legal education on mindfulness, reflecting on some of what I learned in my yoga instructor training last year and linking it to law practice. Three of the eight limbs of yoga--asana (poses), pranayama (breath control), and dhyana (object-focused meditation)--are traditional mindfulness practices that I studied in that training program. Of course, there are many more mindfulness practices in which one may engage.
So, if yoga and other mindfulness practices offer clarity of mind, why? What's the secret? And how might mindfulness practices practices affect business lawyers and their work? I will start by offering a brief definition of mindfulness.
Mindfulness, which is defined here as "the self-regulation of attention with an attitude of curiosity, openness, and acceptance,” involves a focused state of mind that screens out life's distractions and allows one to observe one's sense of being in the here-and-now. We can practice mindfulness in many everyday situations: speaking and listening, cooking, reading, crafting, etc. Mindfulness trainers have examples and exercises that they employ to illustrate some of these mindfulness practices. We also can practice mindfulness through yoga poses, breath work, and meditation. I showed the Tennessee Bar Association audience some chair yoga, a breathing technique, and positioning for a chair-seated meditation--mindfulness practices that folks can do at their desks in an office setting or at home.
Of course, a clear mind should enable more fluid decision-making in the problem-solving that business lawyers do day-in and day-out. Overall, communication and drafting should be easier--more efficient and effective. But there's more.
A 2014 article in Time reported that “scientists have been able to prove that meditation and rigorous mindfulness training can lower cortisol levels and blood pressure, increase immune response and possibly even affect gene expression. Scientific study is also showing that meditation can have an impact on the structure of the brain itself.” In fact, neuroscientists have found (see here) that mindfulness may better enable the brain's gray matter in the frontal cortex to control decision-making rather that allowing the amygdala (the fight-or-flight part of the brain) to control decision-making.
This means that mindfulness practice--including yoga--can impact business law practice by conditioning lawyers to "hit the pause button" and rationally think through contested matters. As a result, tmindfulness practice has the capacity to reduce professional stress and enhance civility and collegiality. (See Jan Jacobowitz's take on this for the American Bare Association.) I have seen a lot of lawyers--in practice and in the law academy--whose anger is hair-triggered by stressful situations (especially negotiations or disagreements on process that generate frustration--more on that below). It seems that scientists have begun to establish that yoga and other mindfulness practice (meditation seems to be the most-studied practice) can help us keep our cool in those situations.
I know that when I am over-caff'ed or over-tired, I am more assertive, more easily angered, and less able to take into account the whole of a situation in approaching requests, responses, negotiations, and other communications. I also know that if I have just engaged in a focused yoga practice (that's me holding a Warrior II--Virabhadrasana II--pose, with a prop, in the photo above), I am more careful and considerate of others in engaging in those same communications. Overall, my mind seems less burdened, less cluttered, more able to sort the important from the unimportant. Business lawyers--and especially transitional business lawyers--cannot afford to squander relationships with clients, colleagues, and opposing counsel (not to mention an opposing counsel's client!) by over-reacting or responding to queries in anger or frustration.
A personal business law story seems appropriate at this juncture. In practice, I once participated in an unexpectedly hostile transaction negotiation session in which a mindful colleague was confronted by an over-stressed opposing counsel. He leaned across the conference room table in an angry manner, with a reddened face and an imposing physical attitude, yelling about open deal items. A representative of the lawyer's client soon called him off (and took him aside privately outside the room for a bit). I have always been proud that the opposing counsel's client hired my colleague and me to represent it on a subsequent transaction. The client representative who had been present at that ugly meeting called my colleague personally and asked if she and I would work with the firm on that later transaction.
My friend and Colorado Law professor Peter Huang published a piece in the Houston Law Review about two years ago that expands on much of what I have written here--and more. The article, entitled "Can Practicing Mindfulness Improve Lawyer Decision-Making, Ethics, and Leadership?," includes information from a fascinating array of sources and, like Peter's work generally, is very readable (even if long). Peter is an economist and a lawyer. He teaches business law. In the article, he notes that "Mindfulness is now a part of business and finance, yet is not part of business law." He's right about that. But we have the power to make it so, if we believe that mindfulness is important to business law. In concluding, Peter offers us the link: "Practicing mindfulness offers lawyers an empirically-validated, potentially sustainable process to improve their decision-making, ethical behavior, and leadership. Doing so can improve the lives of lawyers, their clients, and the public."
So be it. A good note on which to end.
[Editorial note: Footnotes have been omitted from the quotes to Peter Huang's article. Check out the original for cited sources.]
Monday, March 18, 2019
OK. So, the title of this post is clickbait of sorts. I am not writing about Monty Python, sorry to say. But I am writing about something completely different for me--very outside my norm. In fact, this past year, I have been researching and writing a bit outside my norm . . . .
It all started with two blog posts here on the BLPB--here and here. My posts, focusing on Trump's deregulatory promises and early pronouncements, followed an earlier one written by Anne Tucker. Anne and I then organized an discussion group at the 2018 Association of American Law Schools Annual Meeting focusing on regulation in the Trump Era: "A New Era for Business Regulation?" I then presented some of my research on business deregulation at the National Business Law Scholars ("NBLS") conference in June 2018. A related Southeastern Association of Law Schools ("SEALS") discussion group followed later in the summer of 2018.
As I began to accumulate observations and information from these academic encounters, I came to vision a series of two papers that would enable me to engage in related research and make some observations. (I first shared my conception for the two-paper series in my NBLS presentation.) Thanks to an invitation from the UMKC Law Review to publish an administrative law reflection of my choice and an invitation from the Mercer Law Review to turn our SEALS discussion group into a published symposium volume, I was able to channel my curiosity about presidential deregulation and my research and writing energy into developing law review essays based on the two papers I had conceptualized.
From the start, my interest in presidential deregulation was driven by my interest in business and business law, and the essays reflect that interest and bias. In the first essay, I set out to explore the ways in which a U.S. president may fulfill deregulatory campaign promises and objectives. As someone who [ahem] underachieved her potential (shall we say) in Constitutional Law in law school, I was challenged in this task from the get-go. But I persevered and learned a lot from the Constitution itself and the work of administrative law scholars. In the second essay, I aimed to make observations about what successful presidential efforts at deregulation look like by reviewing the perceived successes of the Trump administration's deregulatory initiatives to date. This inquiry resulted in some interesting--even if somewhat predictable--findings.
The first essay, Designing Deregulation: The POTUS's Place in the Process, was just released. You can find it here. The last two paragraphs of the abstract follows.
This essay interrogates the role of the president in deregulation at the federal level. The interrogation is designed to serve two principle goals. First, the essay sets out to identify and explain the president’s role in the deregulatory process from a legal and practical perspective. Second, with the knowledge gained in better understanding the nature of the president’s optimal role in deregulating, the essay offers a perspective and practical advice for use by a president in constructing and implementing a deregulatory agenda.
Ultimately, the essay suggests that the president assume the roles of change leader and fiduciary in meeting deregulatory promises and expectations. The role of change leader focuses the president on processes geared to foster lasting change; the role of fiduciary focuses the president on trustworthy conduct in a relationship with the public that allows for discretion yet demands accountability. The two roles are not mutually exclusive. They have the capacity to work together as complements.
Both this essay and the forthcoming one are limited-scope works. My hope is that by having invested time in attempting to understand the current deregulatory environment, my ongoing work in securities regulation and other federal regulatory environments will be enriched. Regardless, I have become a more educated consumer of presidential power and authority in the process of my research and writing. Perhaps my work in this area also will offer some of you a bit of new information or a novel idea that helps you in your work--or at least in social conversation--as deregulatory efforts progress.
Monday, March 11, 2019
This "just in" from BLPB friends Beate Sjåfjell and Afra Afsharipour:
We are thrilled to co-organise a workshop at UC Davis School of Law on 26 April 2019, with the aim of facilitating an in-depth comparative analysis of the relationship between takeovers and value creation.
We invite submissions on themes concerning takeovers and value creation from any jurisdiction around the world as well as comparative contributions. Themes include but are not limited to:
What are the implications of a takeover on sustainability efforts?
What is the scope for using sustainability arguments as a defense by the target board in a takeover?
What should be the role of the bidder board?
What are the implications of large M&A transactions for building/growing a culture of sustainability at a firm?
Is there a distinct difference between planned mergers and uninvited takeovers?
How could takeovers be regulated to promote sustainable value creation?
We especially encourage female scholars and scholars from diverse backgrounds to submit abstracts. Participation at the workshop will be limited to the presenters, to facilitate in-depth discussions. Deadline for submission of abstracts: 27 March 2019!
Please feel free to send this call for papers on to colleagues who may be interested, and don’t hesitate to get in touch if you have any questions!
This looks like a great opportunity for those of us who work in the M&A space. But the deadline is fast upon us! Another thing to consider as a Spring Break activity . . . .
Friday, March 8, 2019
Received today from BLPB friends Beate Sjåfjell and María Jesús Muñoz Torres:
Happy International Women’s Day! We celebrate this day by issuing the call for papers for the 5th international workshop of Daughters of Themis: International Network of Female Business Scholars. The theme is Finance for Sustainability; a highly topical theme! The deadline is 26 March, and we hope that the brief window of opportunity will be large enough for all interested to respond.
We appreciate if you would circulate this call to any interested colleagues identifying as female business scholars, including junior scholars (PhD candidates) as well as colleagues in lower-income countries. Please note that we this year do have some, very limited, funds available so that we can contribute to the funding for one or two participants based on financial hardship.
Unfortunately, this workshop overlaps a bit with the Grunin Center's annual conference (which focuses in on "Legal Issues in Social Entrepreneurship and Impact Investing"). But if you are a business finance/law person who focuses on sustainability, you should be at one event or another!
Monday, March 4, 2019
* * *
"A lawyer, as a member of the legal profession, is a representative of clients, an officer of the legal system and a public citizen having special responsibility for the quality of justice."
Am. Bar Assoc., Model Rules of Prof. Conduct Preamble ¶ 1 (emphasis added)
Although we business lawyers do not talk about this much--at least not in forums like this--as licensed attorneys, we have an obligation to speak out publicly on matters of justice. Paragraph 6 of the Preamble to the Model Rules of Professional Conduct offers details on this role. Among my favorite parts of this paragraph from the Preamble are the following duties that most commonly impact my work:
- "As a public citizen, a lawyer should seek improvement of the law, access to the legal system, the administration of justice and the quality of service rendered by the legal profession."
- "As a member of a learned profession, a lawyer should cultivate knowledge of the law beyond its use for clients, employ that knowledge in reform of the law and work to strengthen legal education."
- "In addition, a lawyer should further the public's understanding of and confidence in the rule of law and the justice system because legal institutions in a constitutional democracy depend on popular participation and support to maintain their authority."
- "A lawyer should be mindful of deficiencies in the administration of justice . . . ."
Also, from Preamble ¶7, I note the lawyer's obligation to "strive to attain the highest level of skill, to improve the law and the legal profession and to exemplify the legal profession's ideals of public service." And Preamble ¶5 notes the lawyer's duty "to challenge the rectitude of official action." Although the Model Rules themselves focus little attention on the lawyer's role as a public citizen, I have always taken that role quite seriously.
I have been a consistent servant to bench and bar over much of my career, both in Tennessee (where I hold an active license to practice) and in Massachusetts (where I first practiced law and continue to have an inactive law license). I am proud to say that The University of Tennessee College of Law recently honored me for that service. This public service work sometimes involves speaking Truth to Power: telling policy makers they have the law wrong or are interpreting it incorrectly or improvidently in context. This service also comprises (among other things) informing the public about important matters of law and policy as they impact various constituencies, educating oneself about new developments that impact law and law reform, and seeking improvements to the law that best align with desired policy objectives. Having worked on all of the business entity law reform projects in Tennessee since 2000, my continuously developing skills in these areas have been battle-tested many times. I have written in this space about some of the battles and issues (see here, here, and here, e.g.), in part as a means of complying with these public-facing duties.
Of course, the licensed attorney who also is a university professor is not exempt from these obligations. For these lawyers, however, especially those employed by public universities, the number of touch-points with matters of public justice may increase. I teach primarily in the same subject matters that inform my service to the bench and bar--business law. However, my work as a law professor encompasses not only business law matters, but also matters relating to the administration of justice in the educational setting both in and outside the College of Law. In particular, as our campus Faculty Senate President (2010-11) and as a faculty advisor to campus student organizations in and outside the law school over the course of my 18.5 years of law teaching, I have found myself faced with a fascinating array of legal issues that intersect with public policy, public education, and educational policy--legal issues that, for example, implicate "the administration of justice," raise questions about "the public's understanding of and confidence in the rule of law and the justice system," and represent or reveal potential "deficiencies in the administration of justice." My obligation to speak out on these matters has required me to "cultivate knowledge of the law" in new areas related to (among other things) law reform and, on occasion, improvements to legal education.
As a Faculty Senate leader, for example, I confronted important legal issues relating to same-sex employee benefits and state-proposed legislation allowing faculty and staff with gun permits to carry their guns on campus. (The cartoon above portrays me moderating the Faculty Senate debate on the guns-on-campus issue. Unfortunately, as you can see, the cartoonist failed to accurately depict my gender. He later apologized for the oversight.) But perhaps most prominently, I have had to enhance and use my knowledge of the First Amendment and free speech precepts in my work as a faculty advisor to Sexual Empowerment and Awareness at Tennessee, the student group that plans, funds, and implements our campus Sex Week, a week-long set of events focusing on sex-positive sex education produced by students for students. (I will skip here the story of how I came to advise that group, in the interest of space. But let's just say that the founders of the organization made a compelling case for more and better sex education on our campus and I had some skills and connections that they thought could be of help.) These are but a few examples. My professional obligation to speak out on legal matters involving justice has been triggered many times over the years.
I also should note here that, for law professors who are licensed to practice, debates on matters of justice not only implicate the lawyer's professional responsibility but also interact with academic freedom and First Amendment rights. This post is already getting too long, so I will not get into those matters here. Suffice it to say, they are different protections, but either or both could apply to the public communication of matters involving the administration of justice, law reform, legal education, and public education on matters of legal significance.
The protections of academic freedom and the First Amendment certainly are helpful to university professors of all sorts, including law professors who are licensed to practice. However, my main purpose in this post is to shed a bit of light on the professional responsibility obligations that a licensed business lawyer has to speak out in various contexts. While we do not often think of business lawyers as justice and law reform advocates, licensed attorneys practicing business law are bound by the same professional duties that bind all licensed attorneys--including the important obligations a lawyer has as a public citizen responsible for the quality of justice. For a business law professor who is licensed to practice law, these obligations extend beyond teaching and scholarship and into the law professor's public, university, and campus service. I submit that this makes the lives of business lawyers--like all lawyers--challenging. Yet, I can personally testify that the obligation to speak also can be both enlightening and rewarding.
Monday, February 25, 2019
A bunch of us sensed that it was coming. I raised the question in an October 8, 2018 post here. Now, it has actually happened.
Tesla Chief Executive Officer Elon Musk has finally caught the negative attention of the U.S. Securities and Exchange Commission (SEC) with yet another of his reckless tweets. The WaPo reported earlier tonight that "[t]he Securities and Exchange Commission . . . asked a federal judge to hold Tesla CEO Elon Musk in contempt for violating the terms of a recent settlement agreement . . . ." That settlement agreement, as readers will recall, relates to SEC allegations that Musk lied to investors when he posted on Twitter that he had secured the funding needed to take Tesla private. The settlement agreement provides for the review and pre-approval of Musk's market-moving public statements.
Ann Lipton and I, as BLPB's resident fraud mongers, have been following the Musk affaire de Twitter for a number of months now. (See, e.g., here, here, and here.) Based on our prior posts, it seems clear the world was destined for this moment--a moment in which the SEC not only catches Musk in a tweeted misstatement but also can prove that the tweet was not pre-approved, as required under the terms of the settlement agreement. The WaPo article notes evidence that breaches of the agreement may be the rule rather than the exception. (Why does that not surprise me?)
Let's see where this goes next . . . .
Monday, February 18, 2019
Couples Cooking with Plated: Curried Lamb Tacos
with Cabbage Slaw and Cilantro-Lime Yogurt
Since I last wrote about meal kits--those boxes of goodness (recipes and ingredients, all shipped to your door)--they have continued to be in the news. There's been some consolidation in the industry (referenced here), continued speculation about whether the industry is sustainable (for a negative view, see here), and ongoing interest in what meal kits are all about (here). Now, there even is an industry information page dedicated to meal kits (here).
A central concern in much of what is being written is competition. But I have my own perspective on competition in this industry: if enough of these firms can find a financially sustainable, cost-effective business model (and I certainly hope they do), I have a good feeling about the continued survival of a few of these firms. Why? Because each of the three firms I have ordered from--Blue Apron, Hello Fresh, and Plated--has evolved toward each other a bit as time has gone on, converging toward better service norms. Among the areas of convergence: segregated ingredients (put in a separate bag or mini-box) and lower calorie/simpler preparation options. In other words, the service elements of the businesses appear to be learning from each other's successes in meaningful ways. I actually enjoy all three services.
Having said that, there are certain competitive service advantages, as I perceive them, that Plated has over Blue Apron and Hello Fresh. What are those important competitive features? Bottom Line: the fact that Plated has (1) relatively simple, (2) varied, recipe/meal choices--all of which are (3) just a bit more sophisticated than we normally would eat and (4) delicious--at (5) an affordable cost and are (6) available in a two-meal-a week-for-three-people format. Basically, Plated has everything I want and need. And the few deliveries that have not been perfect have either included a substitute for the unavailable item (with a message to that effect) or have been remedied by a discount off a future order. (Honestly, I have been impressed by the level of customer service in all three firms when I have had a question or complaint. Good for all of them.)
This does not mean that I do not still enjoy Blue Apron and Hello Fresh, but neither, for example, has a three-person meal option . . . .
Perhaps I will have more to say about this industry at some point in the future. But this (finally) completes the three-part series I started and promised over a year ago. Honestly, and I tell just about everyone this, other than general convenience and great food, one of the best things about getting meal kits delivered is just what my husband originally intended to give me in the first place when he began ordering Blue Apron for us: easy time with him in the kitchen creating a family meal together, glass of wine in hand . . . .
Monday, February 11, 2019
A bit over three years ago, I publicly noted in this space that I am an active yoga practitioner. In a post on "Mindfulness and Legal Drafting for Business Lawyers (A Yoga Analogy)," I wrote about common touchpoints in an asana practice (what many folks just call "yoga") and contract drafting, sharing thoughts that had first come to me after a yoga class one weekend. In my three-part 2017 series of "Traveling Business Law Prof" posts on packing for business travel, I also mentioned my asana practice here and here.
Today, I set out to start posting a bit more on the intersections of yoga and business law teaching and practice. I will have help from BLPB co-blogger Colleen Baker, a fellow yogi. In fact, it is Colleen who has spurred this on. We have shared a bunch of ideas on things to write about.
I begin with the news that I now am a Registered Yoga Teacher with a 200-hour certification. I set out to achieve that goal about 18 months ago, after a discussion (at the wedding of a former student) with the life partner of a UT Law alum who is about 30 years my junior. She got me really excited about the prospect by mentioning an upcoming training program that she had investigated. We became Facebook friends, and the rest is, as they say, history. That's us in the picture above, on on graduation day. (Please don't criticize the form! My arms should be perpendicular to the floor. We were having fun goofing around after passing our exams, as you can see from my attention to the camera!)
My desire to complete a teacher training program was borne in part from a desire to deepen my practice. But the core impetus came from wanting to share yoga practice with others--in particular, my faculty and staff colleagues and students at UT Law. The benefits I get from my yoga practice are substantial. They include participation in a more active lifestyle, self care, stress management and relief, increased focus, and other things that I know are useful to those who inhabit law schools. Of course, I understood that I could share my yoga practice with others without the teacher certification. However, I knew that my credibility--with my Dean and others--would be greater with the 11 months of training capped off by a written and practical exam.
Somewhat less than three weeks ago, with permission from my Dean, I started leading a regular early Friday morning yoga practice at UT Law for faculty, staff, and students. I lead the sessions free of charge. We have had three sessions so far. I move some furniture around to create space for our regular sessions in a common area of the law school. I also plan to lead some pop-up sessions from time to time (perhaps in other areas of the law school building or even outside once the weather improves) to reach folks who cannot make the early Friday classes. My focus so far has been slow, controlled, thoughtful movement through basic poses (asanas) and breath work (pranayama)--two of the eight limbs of yoga.
I am far from the first person to engage folks in yoga practice in a law school setting. I read with interest this article from several years ago on yoga instruction at my law alma mater (and how yoga practice can help develop professional skills). A quick Google search reveals yoga recently being offered at Chicago and Columbia and having been offered in the past at Harvard and Marquette. I sense there is more out there . . . . I am sure that Colleen and Haskell have information about yoga in the business school setting, too. I know our campus offers a Yoga Fest in the fall. And I will be teaching two free classes to campus faculty at the request of the Faculty Senate over the next month.
In future posts, Colleen and I hope to cover other topics near and dear to business law profs and our friends, including potentially posts focusing on yoga and lawyers, lawyering, legal analysis, law firms, business, teaching, mental health, and injury prevention. (What am I missing from our conversation, Colleen?) Readers should feel free to share their interests and add to the list.
Monday, February 4, 2019
Our friend and colleague Dan Kleinberger sent the following request along to me a few days ago on behalf of the LLCs, Partnerships and Unincorporated Entities Committee of the Business Law Section of the American Bar Association:
At the Spring meeting of the ABA Business Law Section in Vancouver, on Thursday, March 28, 2019 from 2:30pm – 4:30pm, the LLCPUE Committee is sponsoring a panel entitled, “Lessons from the Trenches for Transactional Lawyers.” Here is a brief description:
Avoiding errors in transactional documents -- insights from attorneys who have seen errors play out in litigation: two litigators (including one who defends attorney malpractice claims), a transactional lawyer who often plays clean up, and an expert witness who frequently testifies in cases arising from problematic language in deal documents.
If you have some examples of problematic language, favorite (or disfavored) cases, or “occasions of sin” to share in, the panel would be grateful. The presentation will not be merely war stories. Instead, the panelists will present various categories of errors and occasions for error, as well as practical suggestions for avoiding error. However, the more examples the panel has from which to work, the more useful the categorizations will be.
Redact as you see fit or transform examples into illustrations. Please send info to: email@example.com. We will not identify the sources of examples unless you ask for attribution.
Thank you for your consideration.
I hope that some of our readers have valuable examples to contribute and will send them on to Dan.
This from our friend Heather Johnson at Hofstra Law:
This May and June, Hofstra Law will offer a three-credit or five-credit study abroad program on International Financial Crimes and Global Data Regulation. Both programs will begin Sunday, May 19; the three-credit program will conclude on June 1, 2019 and the five-credit program will conclude on June 13, 2019. The courses will be taught by Hofstra University School of Law Professor Scott Colesanti and Professor Giovanni Comande from the Scuola Superiore Sant’Anna.
It will be held in Pisa, Italy, and is co-sponsored by the Scuola Superiore Sant’Anna. This year, we have added a dinner with the Dean of our Law School, Gail Prudenti and an excursion to Milan to visit the Borsa headquarters!
The deadline is Friday, March 29, 2019 — those interested should apply as soon as possible!
The course is open to law students around the country; students must have completed their full-time 1L course work by the start of this program. Attached to this e-mail you’ll find the up-to-date application, a poster about the program as well as the tentative schedule. Interested students should apply by AS SOON AS POSSIBLE.
Students joining us from other universities should have these credits verified to transfer to your home institution, submit a letter of good standing to our office and work with financial services to complete a consortium agreement. Feel free to reach out to me with any questions regarding the above information.
Heather N. Johnson, M.A. International Education
Assistant Director of International Programs and Student Affairs Coordinator
Maurice A. Deane School of Law at Hofstra University
121 Hofstra University, Suite 203 | Hempstead, NY 11549
Heather.N.Johnson@hofstra.edu | Phone: (516) 463-0417 |Fax: (516) 463-4710
Sounds like a great opportunity for the right student. Contact Heather for more information.
Monday, January 28, 2019
Boston University School of Law is seeking to hire a full-time attorney in its Startup Law Clinic (the “Clinic”). The Clinic is part of BU Law’s Entrepreneurship, Intellectual Property, and Cyberlaw Program, which is a unique collaboration between BU Law and the Massachusetts Institute of Technology.
The Clinic represents current students at MIT and BU on matters related to a wide range of legal issues faced by early-stage business ventures. The attorney would be expected to help law students counsel clients and represent students in transactional settings. Clients often present questions of law involving for-profit and nonprofit entity formation, allocations of equity, startup financing, employment and independent contractor issues, ownership of intellectual property, privacy policies, terms of service and other third-party contractual relationships, and trademark and copyright matters. Experience representing startup ventures is considered a plus.
The attorney’s primary responsibility will be to supervise and assist students with direct client representation matters. The attorney will also assist the Clinic Director and Assistant Director in preparing and teaching a year-long seminar for students enrolled in the Clinic, including developing materials, performing research, and coordinating classroom activities and guest presentations. The position is a year-round position and the attorney also would work with student fellows hired to continue the work of the clinic during the summer. As time allows, the attorney would also work with the Clinic Director and Assistant Director to develop generalized legal resources and informational material to inform MIT and BU students on the legal aspects of forming and operating for-profit and nonprofit entities.
The ideal candidate is a member of the Massachusetts bar or is eligible for membership via admission by motion, with at least two years of experience advising clients in a transactional setting, and a willingness to support the work of creative and innovative young clients. Teaching experience or a strong interest in developing as a clinical faculty member is also considered a plus. Exceptional writing, editing, organizational, and managerial skills are required.
The attorney will be hired as a Visiting Clinical Assistant Professor to a two-year contract. The ideal start date is May 28, 2019 or sooner.
Boston University School of Law is committed to faculty diversity and welcomes expressions of interest from diverse applicants.
For more information, see here.
Back in November, my sister invited me to join her for the second time for a three-day break at Miraval, a resort in Tucson, Arizona. I accepted her invitation with the understanding that I needed to recharge a bit after a rough 2018. A visit to Miraval, I thought, would be a great way to do that and jumpstart my research this spring. I signed on. Then, my sister had to back out on the trip late-in-the-game for professional reasons. My dilemma: to cancel/reschedule the trip . . . or just go by myself? I decided to go anyway.
Miraval's distinctive claim to fame as a resort is mindfulness. Among other things, it promotes "Life in Balance." Mindfulness has been a hot topic for the legal profession, law schools (see, e.g., the University of Miami's Mindfulness in Law Program), and the American Bar Association (the "ABA") in recent years. Among other things, mindfulness may help attorneys process difficult situations in a healthier manner, acting as an antidote (in some circumstances) for lawyer mental health issues I wrote about a few weeks ago. (See also Marcia Narine Weldon's follow-on post.) Berkeley Law has published a helpful reading list here.
In an excerpt from an article originally published in the ABA's Litigation magazine, Jan L. Jacobowitz writes:
When attorneys practice mindfulness, the experience they gain by noticing their minds moving off into distraction, and returning their attention to their breath, makes them better equipped to deal with the unexpected—because they catch the thoughts and feelings that are resisting the moment, and are better equipped to stay on task and respond in proportion to the challenge. For the same reasons, they enhance their capacity to be more genuine and present for what arises in their interactions with their clients, their colleagues, witnesses, and adversaries. They are better able to focus on and enjoy their work.
In that same excerpt, Jacobowitz describes mindfulness.
Mindfulness is an awareness of life in the present moment: Simple to state, but not necessarily so easy to accomplish. Our minds are often cluttered with ruminations about the past and concerns about the future. We are so busy living in the past or projecting onto the future that often we are not acutely attuned to what is happening in the present moment. The clutter inhibits clarity of thought and increases stress and anxiety.
Mindfulness creates the opportunity to pause, breathe, and connect with one’s inner thoughts, feelings, and emotions; in other words, to become aware of how we are reacting in a given situation and to provide ourselves with the opportunity to moderate our reaction and respond thoughtfully.
Hmm. Too "woo-woo" for you? Join the many lawyers who feel that way. (Jacobowitz refers to lawyers in this connection as "by nature are a skeptical group.") I once was one of those skeptics.
But I am now among the converted, having begin to practice mindfulness in a number of its manifestations. I am especially fond of mindfulness though movement, especially through yoga asana and pranayama practices.
With that in mind, as I rejuvenate myself, I am gathering intelligence to take with me. I plan to bring elements of Miraval's mindfulness/life in balance ethos back to my yoga teaching at The University of Tennessee College of Law. (I started teaching a regular class to faculty, staff, and students last Friday morning. I will have more to say on that yoga teaching experience in later posts.) After just a half day at Miraval, I already have information and ideas . . . . Wish me luck in this endeavor! And offer tips if you have any.
Tuesday, January 22, 2019
ComplianceNet2 Conference Invitation Announcement: Early Bird Registration Deadline is THIS FRIDAY, January 25th!
The second-annual ComplianceNet conference will take place on June 3-4, 2019. Villanova University Charles Widger School of Law and its Girard-diCarlo Center for Ethics, Integrity and Compliance will host the conference. Like the highly successful inaugural conference at UC Irvine in 2018, this conference will allow scholars from across disciplines and different legal and regulatory topics to exchange research and explore connections for collaboration.
The timing of this year’s conference is designed to follow on the heels of the Law & Society meeting in nearby Washington, D.C. If you are already headed to Law & Society, Villanova is a short train-ride away and easily accessible by public transportation. Regardless of whether you will be attending Law & Society, Villanova is in a beautiful location right outside Philadelphia, easily serviced by major international airports (Philadelphia (PHL), Newark (EWR), Baltimore (BWI), two more in NYC, and two more in DC); 90 minutes from NYC; and two hours from D.C.
The theme of this year's conference is "Business Ethics", although we welcome additional papers discussing compliance across diverse settings. This year’s theme seeks to engage the question of how to run ethical companies, and how to encourage ethical behavior within organizations. The conference welcomes attempts to explore the strengths and limitations of various approaches, to identify how measurement strategies have shaped practices, and to understand how we can improve outcomes, for instance through new technology and combining methods. Submissions do not need to align with the meeting theme, but we encourage you to consider relating to it. The conference is also open to scholars and other experts who want to attend without presenting a paper.
The conference will host a business meeting of ComplianceNet, during which members may discuss future activities. To register for the conference either as a presenter or attendee, please fill out the form by following this link. The URL is https://www.eventbrite.com/e/the-second-annual-compliancenet-conference-tickets-50784542935.
For individual papers, please submit the paper title and abstract (up to about 200 words). For panels (3 papers minimum with a maximum of 5 per panel), please submit an integrative statement explaining the panel (approximately 200 words), the titles of each paper and their authors, and an abstract for each paper (approximately 200 words). At our website, ComplianceNet.org, there is also a form to nominate papers for awards. Papers may be considered for awards whether they come through the nomination link or are presented at the conference.
The early registration discount deadline to submit papers and panels is January 25, 2019. The regular registration deadline for papers and panels is February 22, 2019. The registration deadline to attend without a paper or panel (as space available) is March 29, 2019. Registration for the conference includes the yearly membership in ComplianceNet. If you have questions regarding the call for proposals or about the conference, please contact Benjamin van Rooij (firstname.lastname@example.org).
Monday, January 21, 2019
As we celebrate Martin Luther King Day today, I am moved to write a bit about him as a teacher. Preachers (along with coaches and others who interact with us in various capacities in our lives) are teachers, of course. They struggle, as educators, with similar challenges in their teaching to those that we face in curricular, co-curricular, and extracurricular teaching in law schools.
So many parallels are obvious. But I want to focus on one small (and perhaps less obvious) thread in this post: love. The choice of this focus derives from a David Brooks op-ed that I read a few days ago in The New York Times. The column included a number of helpful facts and ideas relating to the connection between emotions and intelligence. Perhaps one of the most poignant messages it conveyed was this one: "children learn from people they love, and . . . love in this context means willing the good of another, and offering active care for the whole person." That rang true to me. How, then, might love unite Dr. King with teaching and learning?
Of course, as many may recall, Dr. King (like other Christian clerics) preached about loving one's enemies. But I somehow sensed there was a more palpable, direct, individual connection among Dr. King, love, teaching, and learning. As I searched the web for specific references to substantiate and illustrate my hunch, I found online drafts of Dr. King's papers, including "Draft of Chapter IV, 'Love in Action.'" In this draft, Dr. King focuses in on the simple words of Jesus spoken from the cross: "Father, forgive them, for they know not what they do." (Luke 23:34) As I read Dr. King's text, I understood that part of his message was that Jesus's words expressed love, and through that love, Jesus taught his followers. By repeating and parsing Jesus's words and linking Jesus's love-through-forgiveness with the ignorance (or intellectual blindness) of those who did not love Jesus, Dr. King can be seen as more subtly making the same point that George Will made in his column: love and learning are intertwined. Specifically, Dr. King wrote:
One day we will learn that the heart can never be totally right if the head is totally wrong. This is not to say that the head can be right if the heart is wrong. Only through the bringing together of head and heart—intelligence and goodness—can man rise to a filfillment [sp] of his true essence.
(emphasis in the original)
I am not in the classroom this semester. Nevertheless, I will have some student interaction, including most prominently with my research assistants. I intend to carry the messages from the op-ed and Dr. King's writings in my heart and work to push them into practice. George Will noted in his op-ed that "students have got to have a good relationship with teachers. . . . In good times and bad, good teachers and good students co-regulate each other." I have always endeavored to relate to my students as best as possible despite age and other differences. But I know that is hard to do in a large-class setting. I also know there always are students who resist the entreaty to engage. "The call for intelligence," Dr. King observed, "is a call for open-mindness, sound judgment, and love for truth." Both instructor and student must share these values and observe them in the teacher-student relationship for the learning proposition to optimally succeed.
My sense is (and my anecdotal experience bears this out) that the results are worth the effort if instructors and students collaboratively invest in the teaching and learning process in this way. Do you agree? I am interested in your thoughts, consistent or inconsistent with the observations made here.
Monday, January 14, 2019
My frequent academic partner and friend John Anderson and I organized and moderated a discussion session on insider trading in the blockchain transactional environment at this year’s AALS annual meeting. The session, entitled “Insider Trading and Cryptoassests: The Future of Regulation in the Blockchain Era,” featured teacher-scholar participants from academic backgrounds in white collar crime, corporate law, securities regulation, intellectual property, cyberlaw, and ethics/compliance. The program description is as follows:
As the cryptoasset ecosystem shows signs of emerging from its “Wild West” phase, insider trading has become a principal concern for trading platforms, investors, and regulators. Insider trading cases concerning cryptoassets present challenges, however, because the legal understanding of both cryptoassets and the markets in which they are generated, bought, and sold has been significantly outpaced by their development, expansion, and innovation. In the United States, market professionals, the Securities and Exchange Commission (SEC), the Commodities Futures Trading Commission (CFTC), and others debate whether virtual currencies are securities, contracts, currencies, commodities, or something else. Both the SEC and CFTC assert jurisdiction over cryptoassets, but (at this writing) neither has precisely defined the scope or nature of its purported regulatory oversight. This commercial and regulatory uncertainty leaves a number of questions about insider trading in cryptoassets unanswered. This Discussion Group considers these and other related concerns regarding insider trading in cryptoassets.
The short papers submitted by the participants and the related commentary reflected the diverse areas of expertise of the participants and were engaging and thoughtful. Constructive audience participation also was a highlight of the program.
We focused the discussion initially on whether, and if so how, insider trading in cryptoassets currently is regulated. We also discussed whether regulation of that activity should be undertaken. Then, assuming regulation, we considered whether existing regulatory tools could and should be used. Finally, as part of that discussion, we began to assess who and exactly what should be regulated. The dialogue was energizing, even if inconclusive.
Marcia Narine Weldon has written here at the BLPB at various times in the past six months on blockchain technology and its intersection with business and business law, including here, here, and here. In the first of those linked posts, she advises us that we ignore the blockchain at our peril. I agree.
But I also want to note that whether you believe that the blockchain is an awesome and promising new technology or a pernicious computer-based contrivance, its interactions with business law provide us all with opportunity: the chance to use our expertise to identify and resolve new legal and regulatory issues. As I learned from my experience in studying the regulatory context of crowdfunding in its early days, once the innovation train has left the station and is rolling down the tracks, it compels study and benefits from open, enlightened debate. Business lawyers are uniquely qualified to provide the necessary examination, dialogue, and guidance. Let's get to it!
Monday, January 7, 2019
CALL FOR PRESENTATION PROPOSALS
Institute for Law Teaching and Learning Summer Conference
“Teaching Today’s Law Students”
June 3-5, 2019
Washburn University School of Law
The Institute for Law Teaching and Learning invites proposals for conference workshops addressing the many ways that law professors and administrators are reaching today’s law students. With the ever-changing and heterogeneous nature of law students, this topic has taken on increased urgency for professors thinking about effective teaching strategies.
The conference theme is intentionally broad and is designed to encompass a wide variety of topics – neuroscientific approaches to effective teaching; generational research about current law students; effective use of technology in the classroom; teaching first-generation college students; classroom behavior in the current political climate; academic approaches to less prepared students; fostering qualities such as growth mindset, resilience, and emotional intelligence in students; or techniques for providing effective formative feedback to students.
Accordingly, the Institute invites proposals for 60-minute workshops consistent with a broad interpretation of the conference theme. Each workshop should include materials that participants can use during the workshop and when they return to their campuses. Presenters should model effective teaching methods by actively engaging the workshop participants. The Institute Co-Directors are glad to work with anyone who would like advice on designing their presentations to be interactive.
To be considered for the conference, proposals should be one page (maximum), single-spaced, and include the following information:
- The title of the workshop;
- The name, address, telephone number, and email address of the presenter(s); and
- A summary of the contents of the workshop, including its goals and methods; and
- A description of the techniques the presenter will use to engage workshop participants and make the workshop interactive.
The proposal deadline is February 15, 2019. Submit proposals via email to Professor Emily Grant, Co-Director, Institute for Law Teaching and Learning, at email@example.com.