Business Law Prof Blog

Negotiation and Drafting Competitions for Law Students

One of the best ways for students to feel like "real lawyers" is for them to negotiate and draft contracts. The University of Miami will be announcing an inaugural invitational in the coming weeks so if you want to be in sunny Florida in early February, stay tuned. That competition will not require knowledge of M&A.

If M&A is your happy place, here's a fantastic opportunity from the American Bar Association. 

MAC CUP II- ABA M&A Committee Invitational

Fall 2024 – January 2025

Application and Preliminary Instructions

The M&A Committee of the American Bar Association’s Business Law Section is seeking applications from JD students enrolled in ABA-approved law schools in the US and Canada to participate in its annual ABA M&A Committee Invitational (the “MAC Cup”).

Get your sunscreen and sunglasses ready — the “Final Four” teams will win an expense-paid trip to Laguna Beach, California, to compete for the championship at the ABA M&A Committee’s annual meeting on January 30 - 31, 2025.

Students should apply, and will participate, in teams of two. Qualifying rounds will be held during Fall 2024, with final rounds in January 2025. Additional information is attached below. Materials from last year’s MAC Cup, and other information, is available at the MAC Cup homepage: .

Students seeking an invitation to participate in the MAC Cup should:

(i) complete the application (see the website),

(ii) provide blinded resumes,

(iii) prepare the one page statement of interest described below.

These materials should be sent to both: (i) Thaddeus Chase, McDermott Will & Emery, at [email protected] and (ii) the MAC Cup Subcommittee at [email protected].

Students on a proposed team should complete a single application and statement of interest together and submit them (along with each of their resumes) jointly.

The application deadline is September 25, 2024. 

Team Application Period - September 3-25, 2024

First Open Round - October 26/27, 2024 (Virtual)

Second Open Round - November 2/3, 2024 (Virtual)

Elite 8 Negotiations - January 25, 2024 (Virtual)

Semi-Finals - January 30, 2025, Laguna Beach California

Finals - January 31, 2025, Laguna Beach California

Good luck!

Why I'm Having More Fun Teaching Business Associations Than Ever Before

I didn't really think it through. I actually thought that teaching Business Associations (BA) online, would mean that I would have fewer students. I'm teaching online because I have two immunocompromised parents and I don't want to take any risks. But alas, I have 90 students this semester.

Not to brag, but I'm pretty good at teaching online. I haves some students who have taken three or four classes with me online and none of them are required. But I have never taught ninety online. That number is completely contrary to best practices for online teaching and learning. 

I even tried to scare some students away. Before every semester, I ask all students to complete a Google form that helps me understand them a bit better. This lets me know how to pronounce their names, what experience they have in business, where they have worked, what classes they are taking, and what they are most interested in learning about. This survey helped me understand how many of them were taking BA and Evidence at the same time. Some masochists are taking BA, Evidence, and our Transactional Skills I course, which is incredibly time consuming. But alas, only two dropped.

I always count class participation and professionalism for 25% of the grade because I try to teach this class as a hybrid between skills and doctrinal. How do you do that with so many students? Here's what has helped so far. 

• Yes, the students do case briefs. But I require them to brief the case as though they were talking to a business person in plain English. As they prepare to brief the case and consider what facts to include, I ask them to consider why a business person would care if they will never see this same fact pattern again? What does the jargon mean? What are the key takeaways? I tell them that if they can't explain it to a lay person, then they don't truly understand it.
• I also allow them to have co-counsel if they can't answer a question. I give the person discussing the case the chance to answer my curveball questions first and if they can't, I ask for volunteers as "co-counsel." This helps others stay involved and it gives them the chance to shine as well. 
• The students now also explain the problem sets from the book that I used to go through with the class with me as the sage on the stage. The textbook I use is light on cases by design. In addition to reading cases, my students spend time looking at simplified agreements and answering questions about whether the parties involved can take certain actions based on the agreement and the relevant state statutes. It's painstaking sometimes, but it's more in line with what business lawyers will do. The more the students feel like they are doing "real work," the more engaged they are. Now they lead those discussions and I add more facts and steer them in the right direction when they don't get it. Statutory interpretation is hard for them, so I take the lead on that part. 
• Even if we went through every case and problem in the book, I still wouldn't be able to have all students speak so I've now added a current events component. Students have to pick an item in the news that relates to what we are covering that week or something we have already covered. This requires them to read the news and apply what they have learned. They can also use a scene from a show like Billions, Succession, or some other show or movie and explain what the writers got right and what they got wrong based on what they've learned in class. 
• I am also giving a midterm for the first time in a long time. Although the midterm will have multiple choice questions, I will have students look at past essay questions and issue spot for the class. I will do the same with past final exam questions when we do that review. When students "teach," they learn twice. 
• As one credit of this four-credit class, my students must watch videos and answer questions in the videos prior to class because I used a flipped classroom method. I do most of the videos myself and draft the multiple choice and short answer questions so I have a good idea of what students do and don't understand. At the end of most of the videos, there is a discussion board where students can post questions about topics that they still don't understand. Rather than answering the questions myself, I now offer the opportunity for other students to answer them on a Google sheet. This gives students the chance to earn additional class participation points, especially those who don't like to raise their hands in class. And it saves me a ton of time.
• Another thing that saves me time? For the second half of the semester, I use videos from HotShot, a company that provides training videos to law firms and law schools. HotShot has videos from practicing lawyers, short quizzes, and cheat sheets so the students can learn the information in a different way from someone else. It also gives the students a leg up on some of their peers when they do internships and post-graduation jobs.
• I also use breakout rooms for students to brainstorm as though they are advising a fictional business. Each week so far, I've been adding new facts to the fact pattern so the students can apply what they have learned. And every time they use legalese, I tell them I don't understand. It's very hard to visit 20 breakout rooms, so I jump around. I also encourage them to email me with the names of their peers who provide particularly helpful insights in these sessions. Students have sent me lovely notes about their peers and this also helps them get to know each other. Breakout rooms help build community with such a large class.
•  I also open the Zoom room 15 minutes before class for office hours. Some students come in just to hear what others say and sometimes we just sit there and talk about non-BA topics. I also hold office hours on weekends and at several times during the week so the students can build a relationship with me.
• I use the chat feature on Zoom a lot. Students answer a question of the day each class when they come in. Sometimes it relates to a case. Sometimes it relates to their other classes and what they are finding difficult. It's a nice way to get them engaged as soon as they enter the Zoom room. I also encourage them to use the chat during class. Some students raise their hands to answer questions before I even finish the sentence like it's Family Feud. Others are more comfortable answering the questions in the chat. Some are more comfortable asking questions in the chat. The chat feature is the great equalizer and I save them all. 
• As an AI enthusiast and GC to an AI startup, I am a huge proponent of teaching students how to use generative AI. Some future assignments will have students show up to class and I will simulate a partner asking them to draft a short email to a client answering a question from our fictional client. Some of the students will be able to use AI and some will not. Then the class will point out what legal principles the students who used AI missed or got incorrect. The first time they use the AI, I won't give them any guidance. Throughout the semester, I will show them the best ways to use prompts to arrive at a better answer. 
• Law students are often competitive. In the past, I have divided the students up into teams, and they have worked on projects as firms. As part of the final exam review, I do BA Jeopardy, where the teams answer multiple choice, short answer, and fill in the blank questions in a rapid fire style. If the team can't answer, I quickly move to the next team. And if they don't answer, then I answer. The team with the most points gets extra points toward their final grade. With ninety students, I will have students earn points as individuals. This will ensure that they are all prepared and have the chance to raise their grades in a fun way. 

How are you making teaching more fun for yourself and more impactful for your students?

 

SEALS Conference Reflection -- Mind, Soul, and Body?

Last month, I was able to attend the SEALS Conference for the first time in a few years. It was good to see a number of old friends and meet some new ones. And I really enjoyed the many discussions on a wide variety of legal topics. 

While most academic panels are understandably focused on the mind, it was interesting to see a number of discussions focus on soul-related issues, including a couple on mindfulness/meditation and a few focused on religiously affiliated law schools. 

Traditionally, legal academics do an excellent job sharpening the mind. “Think like a lawyer” is a phrase even my colleagues across campus know. The soul gets much less attention at most schools, but that seems to be changing a bit, especially with increasing concerns for lawyer well-being. 

The body, however, seems almost entirely neglected both at the SEALS Conference and at law schools nationwide. Yes, there were tennis and pickleball tournaments, but I don’t think there was a single panel related to the physical health of our students, faculty, and staff.

At the undergraduate level, many universities have one or more required fitness classes, but I don’t know of any law school with similar requirements. And most law schools, frankly, require so much time devoted to mental exercise that they leave very little time for physical fitness. I probably wouldn’t advocate for requiring fitness classes at law schools, but I do think they could make more effort to reduce friction and create opportunities for physical health. A few possible examples:

• Healthier food than pizza and doughnuts at campus events (of course these have the benefit of ease and relatively low expense, but law schools could (and sometimes do) make a more conscious effort to order more nutritious snacks and meals). 
• Encourage walking office hours (often there is no need to sit during these meetings)
• Promote intramural teams (I know some law schools have softball and flag football teams).
• Corporate challenge 5K teams for the law school (we have one at Belmont, which competes against area nonprofits and businesses).
• A gym on or near the law school campus (even if just a few treadmills and hand weights. Just the friction of going across campus can deter exercise, especially when pressed for time.) 
• A pickleball court near the law school.

What other examples? Or do folks think that law schools are best to stay out of the business of promoting physical health for faculty, staff, and students?

Bragging on a Student Today . . . .

We do not often talk or write about the scholarship our students produce.  A number of my students have won prizes for their work; more have seen their work published (in one case I know of, three times!).  I wish I had said more about all of that as it was happening.

Today, I want to promote the work of a rising 3L that I am working with on a project.  He is the Editor-in-Chief of the Tennessee Journal of Law and Policy.  His name is Caleb Atkins.

Caleb recently completed work on an article in the area of healthcare regulation, a big topic in the State of Tennessee, as you may know.  Healthcare is a big business in Tennessee.  Many of our students get jobs in that field. 

I became interested in Caleb's research while he was working on it because of my knowledge of the merger that underlies and inspired his inquiries.  The consolidation of healthcare facilities in various parts of the United States can have alarming effects on people.  His article provides illustrations.  I just love that Caleb has taken on this work as a student.  Months ago, I asked if I could share his work with you once it came out. 

I got news of the publication of the article while I was away a few weeks ago.  It is entitled "The Anticompetitive Nature of Certificate of Need and Certificate of Public Advantage Laws in the United States."  It was recently published in the Marquette Benefits & Social Welfare Law Review here.  The abstract for the paper is set forth below.

Certificate of Need (CON) laws serve as a major barrier to entry in the healthcare market, which already suffers from a high degree of market concentration. Certificate of Public Advantage (COPA) laws give healthcare providers robust antitrust immunity by allowing a merger to go through that would oftentimes be illegal. These COPAs can lead to a reduced quality of care for patients, reduced access to care in the communities where hospitals with COPAs operate, reduced wages for hospital employees in the relevant geographic market, and increased prices for patients seeking care. Given the essential nature of healthcare services, addressing the anticompetitive effects of CON and COPA laws is of the utmost importance.

In places like Northeast Tennessee, the anticompetitive effects of CON and COPA laws are particularly troubling when we consider how little economic power the citizens in the region wield. In 2018, a COPA was granted that allowed the two largest hospitals in the region, Mountain States Health Alliance (Mountain States) and Wellmont Health Systems (Wellmont Health), to form a new entity, Ballad Health Systems (Ballad Health), in a merger. Since the merger in 2018, the citizens of Northeast Tennessee have been incredibly unsatisfied with what Ballad Health has done in their region. Accordingly, the state of Tennessee should eliminate, or at least greatly restructure, their CON laws and require Ballad Health to deliver on their promises that the state and Ballad used to justify the COPA being created in the first place. Additionally, states that are considering eliminating their CON laws or whether to grant a COPA to a hospital should carefully consider the harms that CON and COPA laws can cause.

Law school can make a difference.   Law students can make a difference.  Caleb is a great example of what is great about all that.  And if you are interested in healthcare regulation--and even if you are not--you may want to check out his article.

Celebrating Law Leadership!

I have written in the past about the intersections of leadership and law, including business law.  See, for example,  here, here, here, here, and here.  And I was privileged to be the Interim Director, for over three years, of the institute for Professional Leadership at The University of Tennessee College of Law.  I find there is such a strong connection between leadership and business law teaching and practice . . . .

We are celebrating the tenth anniversary of the Institute for Professional Leadership this fall.  The celebration, which will take place on Thursday, October 24 and Friday, October 25, will include a gala dinner and a symposium featuring workshops, a call-for-papers panel, and a series of expert panels.  The "save the date" notice is included above.  I hope you will consider responding to the forthcoming call for proposals and papers.  But regardless, I hope you will consider attending. Feel free to reach out to me with any questions.

Law School Better than a Meme

The meme below has been going around about the different framing for medical school and law school. I get why it is kind of amusing, but it is mostly rather upsetting because it resonates too readily with too many people.

Although that has never been the institutional approach anywhere I have been, I will concede that there are at least some faculty members (and plenty members of the bench and bar) who think this way about law school and the legal profession. 

When I became a dean, I decided to do it, in part, because of how much I believe in the legal profession and what we are charged to do.  I believed, and I continue to believe, that lawyers are there to help people in what is often their worst of times.  Even when it is not bad, it is still usually a very significant time.  At the risk of being cliché, that means our jobs come with great power and responsibility. 

Despite what you may hear, our law students today are capable, smart, and caring.  They may not view the world the way we did, but we didn’t view the world the same as our predecessors, either.  There are challenges and different expectations, but there is no lack of ability or commitment.  Our students and our profession will be in good hands.  But we will need to work to do the good things expected of us. That has always been true.  

During orientation, when we welcome our students, the first thing we tell that is that they belong here.  I also tell them that they are here because we believe in them and that we expect each one of them to succeed.  That is the truth. We don’t admit anyone we don’t expect to succeed, and while not every single student is successful (for a variety of reasons), we are correct far more often than not.

Encouragement doesn’t stop during orientation.  I also try to provide reminders throughout the year so that students don’t forget why they are here. This is my message from January:

As we prepare for grades to come in, I want to encourage you to keep some perspective. If things went well, that’s awesome, and keep at it.  If things did not go as you’d hoped, please talk to your professors, your friends, and your student support team. The new year is a time for us to reset and restart, and everyone starts fresh. 

 

As you already know, law school is a lot of work. It needs to be because the jobs we have as lawyers are important ones.  Try not to get discouraged when school or work is hard.  We help people through some of their most challenging and complex problems.  And the reality is, you wouldn’t be here if it were easy.  You have sought out a rewarding, but difficult, profession, and it’s because you are committed to helping people. Embrace the challenge, and know we believe in you.  We really do.

 

When I started here more than four years ago, I asked out community to commit to three things consistent with our Jesuit values: (1) Faith, (2) Trust, and (3) Hope.  I ask you to commit to faith, spiritually, if that’s important to you, as well as faith in your abilities, in our profession, and in one another.  I also ask you to choose trust.  Trust the process, trust that we want the best for you, and trust that you can do this.  Finally, I ask that you work to create hope: hope for a better tomorrow; hope for your clients and community, and hope for those who are suffering. 

 

Faith and trust are choices. No one can give them to you.  You must decide whether to have faith and whether to trust. I promise that we will work to give you reasons to have faith and to trust us, but in the end, the choice, the power, is yours.  Hope, on the other hand, is something we can try to give people.  We’ll try to do that for you, and I hope you will try to do it for others.  

 

I wish you have a great semester, whether it’s your first spring semester, your second, or your last, and I look forward to all you will accomplish in 2024.  Work hard, work together, and take care of yourselves and each other, and good things will follow.  

As lawyers, we should always remember the great power and privilege that comes with our role. It is our job to do well and do good.  I very much believe in our profession. And to all the lawyers and law students out there, for what it’s worth, I believe in you. 

 

 

 

 

Counseling Creators: Influencers, Artists and Trendsetters Negotiation Competition and Conference

If you happen to be in Miami or think it's worth it to fly there next week, this is for you. I'll be moderating the panel on regulatory considerations for promoters and influencers and we have student teams competing from all over the country. 

February 29 - March 1
University of Miami

Content is king. We live in the golden age where content creators, artists, and influencers wield power and can shift culture. Brands want to collaborate. Creators need to be sophisticated, understand deal points and protect their brand and intellectual property. Miami Law will be the first law school in the country to pull together law students with leading lawyers, influencers, artists, creatives and trendsetters for a negotiation competition and conference.  

Negotiation Competition - Thursday, February 29 

Where

Shalala Student Center, 1330 Miller Drive, Coral Gables, FL 33146

Who Should Participate

This competition is ideal for law and business students. THE. TEAMS ARE FINALIZED ALREADY.

What to Expect

Participants will have the chance to represent influencers, brands, artists, fashion companies and other creators in the first ever Counseling Creators: Influencers, Artists and Trendsetters Negotiation Competition

• Register a team of law students (can include business school students)
  1. Team of up to 4
  2. Individual registrants will be placed on a team
• In advance of the competition, you will be assigned two negotiations where you may be representing your favorite influencer, brand, artist, or fashion company negotiating the compensation, deliverables, and key deal points
• Industry judges will grade your negotiation and provide feedback
• Top teams will advance to the final negotiation to be held live during the conference 

Conference - Friday, March 1 

Where

Lakeside Village Auditorium, 1280 Stanford Dr, Coral Gables, FL 33146

Who Should Attend

This conference appeals to all lawyers, law students, brands, influencers, artists and creators for the first ever law school conference on Counseling Creators: Influencers, Artists and Trendsetters.  

What to Expect

• Panel conversations + Keynotes
• Topics such as: The Business of Content Creation, Fair Use for Content Creators, Clearances for Creators, The Brand Deal, Compliance and Regulatory Considerations for Creators, Promoter Liability
• Opportunity to network and learn from industry leading creators, brands, and lawyers and more

PROGRAM (Subject to change)

9:00am - 9:15am         Opening Remarks

9:15am - 10:15am       The Brand Deal

Moderator: TBA

Speakers:

Jennifer Karlik, Director of Business Development, CAA Brand Management
Michael Calvin Jones, SVP, Creators, Wasserman
Mark Middlebrook, VP, Legal Affairs, Fanatics Collectibles
Michael Isselin, Partner, Entertainment & Media Group, Reed Smith
Jonathan Seiden, Senior Vice President, Associate General Counsel, Endeavor

10:20am - 11:20am    Fair Use and Clearances for Creators

Moderator: Vivek Jayaram, Founder, Jayaram Law and Co-Director, Arts Track, Entertainment, Arts and Sports Law Program at Miami Law

Speakers:
John Belcaster, General Counsel, MSCHF and Miami Law Entertainment, Arts and Sports Law Program Advisory Board Member
Katie Fittinghoff, Creative, MSCHF
Matt Rayfield, Creative, MSCHF

11:30am - 12:30pm    Athletes as Content Creators 

Moderator: Greg Levy, JD ’10, Associate Dean & Director Entertainment, Arts & Sports Law Graduate Program, Miami Law

Speakers:
Kirby Porter, Founder, New Game Labs
Michael Raymond, Founder, Raymond Representation
Bob Philp, Sr. Executive, Sports Partnerships & Talent Management, Roc Nation Sports
Darren Heitner, Founder, Heitner Legal

12:30pm -1:30pm      LUNCH
 

1:30pm – 2:20pm      Creator Fireside Chat

2:25pm - 3:25pm       Regulatory Considerations and Promoter Liability for Creators

Moderator: Marcia Narine Weldon, Director of Transactional Skills Program, Miami Law

Speakers:
Toam Rubinstein, JD ’13, Senior Associate, Entertainment & Media Group, Reed Smith
Mr Eats 305, (@MrEats305), Food, Travel, & Lifestyle Creator & Law School Graduate
Tyler Chou, Founder and CEO, Tyler Chou Law for Creators

3:30pm - 4:30pm       The Fashion Collaboration

Moderator – Carolina Jayaram, CEO, The Elevate Prize and Co-Director, Arts Track, Entertainment, Arts and Sports Law Program at Miami Law

Speakers:
Demeka Fields, Counsel for Global Sports Marketing, New Balance
Danielle Garno, Partner and Co-Chair of Entertainment Practice, Holland & Knight and Miami Law Entertainment, Arts and Sports Law Program Advisory Board Member
Matthew Growney, Founder, Thermal Brands; Sr. Advisor (Fashion/Creative), PUMA & Stella Artois

 
4:40pm - 5:30pm       Competition Final

 

For More Information

Contact [email protected] or 305-284-1689.

 

 

 

 

Are Lawyers, Lawmakers, and Law Professors Really Ready for AI in 2024?

We just finished our second week of the semester and I’m already exhausted, partly because I just submitted the first draft of a law review article that’s 123 pages with over 600 footnotes on a future-proof framework for AI regulation to the University of Tennessee Journal of Business Law. I should have stuck with my original topic of legal ethics and AI.

But alas, who knew so much would happen in 2023? I certainly didn’t even though I spent the entire year speaking on AI to lawyers, businesspeople, and government officials. So, I decided to change my topic in late November as it became clearer that the EU would finally take action on the EU AI Act and that the Brussels effect would likely take hold requiring other governments and all the big players in the tech space to take notice and sharpen their own agendas.

But I’m one of the lucky ones because although I’m not a techie, I’m a former chief privacy officer, and spend a lot of time thinking about things like data protection and cybersecurity, especially as it relates to AI. And I recently assumed the role of GC of an AI startup. So, because I’m tech-adjacent, I’ve spent hours every day immersed in the legal and tech issues related to large and small language models, generative AI (GAI), artificial general intelligence (AGI), APIs, singularity, the Turing test, and the minutiae of potential regulation around the world. I’ve become so immersed that I actually toggled between listening to the outstanding Institute for Well-Being In Law virtual conference and the FTC’s 4-hour tech summit yesterday with founders, journalists, economists, and academics. Adding more fuel to the fire, just before the summit kicked off, the FTC announced an inquiry into the partnerships and investments of  Alphabet, Inc., Amazon.com, Inc., Anthropic PBC, Microsoft Corp., and OpenAI, Inc. Between that and the NY Times lawsuit against OpenAI and Microsoft alleging billions in damages for purported IP violations, we are living in interesting times.

If you’ve paid attention to the speeches at Davos, you know that it was all AI all the time. I follow statements from the tech leaders like other people follow their fantasy football stats or NCAA brackets. Many professors, CEOs, and general consumers, on the other hand, have been caught by surprise by the very rapid acceleration of the developments, particularly related to generative AI.

However, now more members of the general public are paying attention to the concept of deepfakes and demanding legislation in part because the supernova that is Taylor Swift has been victimized by someone creating fake pornographic images of her. We should be even more worried about the real and significant threat to the integrity of the fifty global elections and occurring in 2024 where members of the public may be duped into believing that political candidates have said things that they did not, such as President Biden telling people not to vote in the New Hampshire primary and to save their votes for November.

For those of us who teach in law schools in the US and who were either grading or recovering from grading in December, we learned a few days before Christmas that Lexis was rolling out its AI solution for 2Ls and 3Ls. Although I had planned to allow and even teach my students the basics of prompt engineering and using AI as a tool (and not a substitute for lawyering) in my business associations, contract drafting, and business and human rights class, now I have to also learn Lexis’ solution too. I feel for those professors who still ban the use of generative AI or aren’t equipped to teach students how to use it ethically and effectively.

Even so, I’m excited and my students are too. The legal profession is going to change dramatically over the next two years, and it’s our job as professors to prepare our students. Thompson Reuters, the ABA, and state courts have made it clear that we can’t sit by on the sidelines hoping that this fad will pass.

Professionally, I have used AI to redraft an employee handbook in my client’s voice (using my employment law knowledge, of course), prepare FAQs for another client’s code of conduct in a very specialized industry, prepare interview questions for my podcast, and draft fact patterns for simulations for conferences and in class. I’ve also tested its ability to draft NDAs and other simple agreements using only ChatGPT. It didn’t do so well there, but that’s because I know what I was looking for. And when I gave additional instructions, for example, about drafting a mutual indemnification clause and then a separate supercap, it did surprisingly well. But I know what should be in these agreements. The average layperson does not, something that concerns Chief Justice Roberts and should concern us all.

How have you changed your teaching with the advent of generative AI? If you’re already writing or teaching about AI or just want more resources, join the 159 law professors in a group founded by Professors April Dawson and Dan Linna. As for my law review article, I’m sure a lot of it will be obsolete by the time it’s published, but it should still be an interesting, if not terrifying, read for some.

Ethical and Practical Issues for Lawyers Using AI

I’m a law professor, the general counsel of a medtech company, a podcaster, and I design and deliver courses on a variety of topics as a consultant. I think about and use generative AI daily and it’s really helped boost my productivity. Apparently, I’m unusual among lawyers. According to a Wolter’s Kluwers Future Ready Lawyer report that surveyed 700 legal professionals in the  US and EU, only 15% of lawyers are using generative AI right now but 73% expect to use it next year. 43% of those surveyed see it as an opportunity, 25% see it as a threat, and 26% see it as both.

If you’re planning to be part of the 73% and you practice in the US, here are some ethical implications with citations to select model rules. A few weeks ago, I posted here about business implications that you and your clients should consider.

• How can you stay up-to-date with the latest advancements in AI technology and best practices, ensuring that you continue to adapt and evolve as a legal professional in an increasingly technology-driven world? Rule 1.1 (Competence)
• How can AI tools be used effectively and ethically to enhance your practice, whether in legal research, document review, contract drafting, or litigation support, while maintaining high professional standards? Will it be malpractice NOT to use GAI in the future? Rule 1.1 (Competence), Comment 8, duty to understand the benefits and risks associated with relevant technology; Rule 1.3 (Diligence)
• How can you obtain and document informed consent from clients when using AI tools in your practice, ensuring that they understand the risks, benefits, and alternatives associated with these technologies? Rule 1.4 (Communication); Rule 1.6 (Confidentiality of Information)
• How can you obtain and document informed consent from clients when using AI tools in your practice, ensuring that they understand the risks, benefits, and alternatives associated with these technologies? Rule 1.4 (Communication); Rule 1.6 (Confidentiality of Information). Tip- Make sure your engagement letter discusses the use of technology and specifically addresses the responsible use of GAI.  If needed, amend your engagement letter. Adequately anonymize client information in your prompts. Make sure to opt out of data sets. Check the terms of service and privacy policies of your AI tools.
• How do you rethink billing clients and what’s ethical if you have reliable AI models that can do some work in a fraction of the time? Is it still ethical to bill by the hour or do you use a flat rate? Rule 1.5 (Fees)
• How can you effectively explain and defend the use of AI-generated evidence, analysis, or insights in court, demonstrating the validity and reliability of the methods and results to judges and opposing counsel? Rule 3.3 Candor Toward the Tribunal; Rule 4.1 Truthfulness in Statements to Others
• What measures should you implement to supervise and train your staff, including paralegals and support personnel, in the responsible use of AI tools, ensuring that ethical and professional standards are maintained throughout the practice? Rule 5.1 (Responsibilities of Partners, Managers, and Supervisory Lawyers); Rule 5.3 (Responsibilities Regarding Nonlawyer Assistance)

Then there are the harder questions:

• How many lawyers and legal professionals will you replace?
• How many should you replace?
• Who and how will you retrain and upskill?
• Should your firm be developing your own large language models as some are already doing?  What are the risks? The 2022 ABA Legal Technology Survey Report found that accuracy is the top barrier preventing many lawyers from adopting AI. Some insurance brokers have indicated the existing GAI tools are not fit for law practice because of reliability, accuracy, confidentiality, and copyright concerns,

If you're ready to take the deep dive or maybe just dip your toe in the AI waters, here are some resources to help you get started on the journey. Of course, with the way things are changing so rapidly on the legislative and tech development front, this list could be relatively useless in the next few weeks.

•ABA House of Delegates Resolution 604

•Task Force on Responsible Use of Generative AI for Law- MIT

• NIST AI Framework

•FTC AI Guidance

•EEOC Artificial Intelligence and Algorithmic Fairness Initiative

•National Conference of State Legislatures-2023-legislation

•SEC Investor Advisory Committee Establishment of an Ethical Artificial Intelligence Framework for Investment Advisors

•ABA Task Force on the Law and Artificial Intelligence

•Health AI Partnership

•National Association of Insurance Commissioners

•ISO 27701- International Standard for Protecting Personally Identifiable Information

Partnership on AI

Are you using generative AI in the classroom? How are you preparing the next generation of lawyers? If you’re a practicing lawyer, are you ready to be part of the 15% this year or the 73% next year? 

Is Your Law School Ready for Generative AI? Fifteen Questions You Should Consider

Greetings from SEALS, where I've just left a packed room of law professors grappling with some thorny issues related to ChatGPT4, Claude 2, Copilot, and other forms of generative AI. I don't have answers to the questions below and some are well above my pay grade, but I am taking them into account as I prepare to teach courses in transactional skills; compliance, corporate governance, and sustainability; and ethics and technology this Fall.

In no particular order, here are some of the questions/points raised during the three-hour session. I'll have more thoughts on using AI in the classroom in a future post.

1. AI detectors that schools rely on have high false positives for nonnative speakers and neurodivergent students and they are easy to evade. How can you reliably ensure that students aren't using AI tools such as ChatGPT if you've prohibited it?
2. If we allow the use of AI in classrooms, how do we change how we assess students?
3. If our goal is to teach the mastery of legal skills, what are the legal skills we should teach related to the use of AI? How will our students learn critical thinking skills if they can rely on generative AI?
4. How should we keep up with the rapid pace of change?
5. How will adjuncts use AI with our students if they are already integrating it into their practice? Alternatively, will adjuncts see the use of AI as cheating?
6. If students use papers as writing samples, should there be attestations indicating that they are AI free? Same question for journals/law reviews.
7. Can clinicians and others use generative AI to help with access to justice? If so, how can we ensure that the information is reliable and not a hallucination??
8. How should schools assess faculty coming up for promotion and tenure? Will junior faculty feel pressured to rely on AI to be more productive?
9. Can generative AI be helpful with students with disabilities and neurodivergent students? AI tools can help with creating study schedules, note taking (organizing by topic), time management, summarizing large articles, staying on task, academic support tool, ascertaining how long will tasks take, planning meals and more. If a policy prohibits the use of generative AI in the classroom, should its use be a reasonable accommodation?
10. Do we as faculty members have the growth mindset to deal with this change? Or will we teach the way we always do, which may do a disservice to our students. How do we prepare our students to deal with generative AI in practice?
11. Do you need a uniform policy or should each professor have their own policy? Should the default policy be that students cannot use it for work that gets academic credit unless the professor has specifically opted in?
12. Should we embrace AI especially for students who can’t write? Is using ChatGPT any different from using a calculator? Is it any different from asking a partner for a template so you don't have to start from scratch?
13. Should we use more in-class exams? Should they be closed book? Do we need more oral presentations? How might this affect space planning at exam time?
14. Should class participation count for more than it already does?
15. If you're not familiar with generative AI tools, where should you start?

How many of these questions have  you asked yourself, your colleagues, or your dean? If you have some best practices or thoughts, please share them in the comments. 

 

 

 

 

 

 

 

 

 

 

 

The Gratitude of a Mini-Me: Honoring Helen S. Scott

Earlier tonight, I had the opportunity of a lifetime: a chance to--in some small way--let a teacher-mentor know how much she means to me and has meant to my career.  Specifically, I had the privilege of presenting an award to the amazing woman who taught me in the foundational law courses that I have needed most in my careers as a practitioner and an instructor.  That amazing woman is NYU's Professor Helen Scott.  The award was a surprise, making things all the more fun.

I know some BLPB readers also are Helen's former students.  Others are fans of hers for other reasons.  For all, I am copying in below the tribute I offered in conveying the award to Helen at the 2023 Impact Investment Legal Working Group & Grunin Center Annual Conference hosted at my alma mater, NYU Law.  Feel free to add your tributes in the comments.  I promise to pass them on.

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Commitment; sustained commitment.

Sometimes, there is someone who impacts your life deeply by merely "being there" in important ways at key times. Helen Scott is one of those people in my life. I do hope many of you are similarly blessed.

We all know Helen is retiring this year--a scary thought for some of us. It was 41 years ago that both of us began our NYU journeys. In 1982, I started my path here as a law student and she as a law professor. Kismet, in some sense, I suppose. I am grateful to have been given the opportunity to say a few words about her here before she saunters off into retirement.

I took both Corporations and Securities Regulation with Helen. By the time I found myself in her classroom as a second-year law student, I already had been working for about six months as a law clerk in the corporate finance group of a midtown firm—a job I kept until graduation. But it was in Helen's courses that everything came together for me. She made both courses truly engaging and tied them into the reality of law practice as much as possible.

Her unflagging dedication to teaching was obvious. Among other things, she was one of the only tenure-track professors during my law school career here at NYU Law who brought actual documents into the classroom and classroom discussions. She also brought interoffice envelopes filled with candy into class at the end of the semester, flinging the contents up the aisles of the classroom for all to grab.

Her obligations to her students—even back then, in her early years of teaching—extended to activities outside the classroom. She would go to lunch with small groups of interested students. Members of my study group were interested! We considered the expense of joining her for lunch at the Washington Square Diner (an affordability issue for at least some of us back then) an investment. Those lunches were above and beyond the call of academic duty. They cemented my desire to do what Helen had done, to become what my husband refers to as her “Mini Me.” But Helen's support for me and my career did not stop there.

I was married in August 1985, a few months after graduation and about a month after taking the bar exam. Helen and Ira were there to support me and my husband. As Helen knows, their wonderful wedding gift of a down comforter kept us warm over many years! We had it re-stuffed and re-sewn before we finally gave up on it.

In the years to follow, there were touch-base visits during several of Ira's board meetings in Boston (Where I was practicing at the time)—times to discuss lawyering and family. Helen and Ira's children are a few years older than ours, but close enough in age where she could share quality information. During one visit, she bought my children ice cream at Quincy Market. She was their hero!

When I told Helen I wanted to teach law, she offered encouragement, but also “tough love.” She even critiqued the structure and content of my job talk . . . over the telephone! For those in academia, you will know why that is so appreciated and so difficult.

But this story is not just about Helen and me. Helen has similarly impacted many others—I suspect both law and business students—in their lives and careers. I have had the pleasure of working with a number of NYU Law fellows through and outside the Grunin Center who echo in similar fashion, but in different ways, the strength of Helen's devotion to building their knowledge bases and fostering their continued professional development. I aspire to have the same kind of impact with my law and business students.

You may wonder where all this is going . . . .

In recognition of Helen’s extraordinary, sustained commitment to NYU Law, the Grunin Center, and her students (including me), I am delighted and honored to be able to present Helen with the inaugural Grunin Center Sustained Commitment Award. Helen’s career exemplifies sustained commitment. I know you will agree that she is truly deserving of this honor.

The Mental Health Crisis in the Legal Profession

If you follow me on LinkedIn, you know that I posted almost every day in May for Mental Health Awareness Month.

 

Last week,  I had the opportunity to discuss mental health and well being for an AmLaw 20 firm (one of my coaching clients) that opened the presentation up to all of its legal professionals. Hundreds registered. Too often, firms or companies focus on those with the highest salaries. As a former paralegal, I know how stressful that job can be. And I know I could never have done my job as a lawyer without the talented legal professionals who supported me.

Here are some scary statistics that I shared from the most recent ALM Mental Health and Substance Abuse Survey.

If you’re a law firm leader or work with legal professionals in any capacity, please read the report and take action. If you can’t get rid of the billable hour (which would solve a lot of issues), think about how you allocate work, respond to unreasonable client demands, and reward toxic perfectionism and overwork. 

✅ 71% of the nearly 3,000 lawyers surveyed said they had anxiety

✅ 45% said their morale has not changed since the pandemic

✅ 38% said they dealt with depression

✅ 31% struggled with another mental health issue

✅ 44% said they knew co-workers who struggled with alcoholism

✅ 15% said they knew someone in the profession who died by suicide in the past two years

✅ Over 50% of said they “felt a sense of failure or self-doubt, lost emotion, felt increasingly cynical and negative, and had decreased satisfaction and sense of accomplishment”

✅ A third said they felt “helpless, trapped, detached, or alone in the world.”

✅ More than 60% said they felt overwhelmed, irritable and exhausted or struggled to concentrate

✅ 28.1% used all of their vacation time, but only 31.1% said they could fully disconnect

✅ More than 76% of lawyers blamed their work environment for these problems

✅ 68% cited billable hour pressures

✅ 67% cited the inability to disconnect

✅ 54% cited lack of sleep

✅ 51% of lawyers said they would feel comfortable talking to an offsite professional

✅ Only 33% said they thought that they could take a leave of absence to address their mental health

✅ More than 72% indicated that remote work improved their quality of life

✅ 60% said that some amount of remote work improved their physical well-being.

😮 50% of the lawyers surveyed indicated that the profession is in a mental health crisis.

I see these issues with my students and with the lawyers I coach. Everyone may not have the passion I have to change the profession, but we can all do our part. So what can you do about it? Here are some resources to get you started. 

University of Miami Law School Seeks Law & Technology Resident Fellow: Apply by July 1, 2023

I'm excited to announce this new position. It's particularly timely as just this morning, I had breakfast with venture capitalists, founders, and others in the tech ecosystem nurtured and propelled by the founders of Emerge Americas. This is a great time to be in Miami. Here are the details.

The University of Miami School of Law seeks to appoint an Inaugural Law & Technology Resident Fellow.  

This will be an exciting opportunity as the Fellow will join a vibrant community of scholars and practitioners working at the intersection of law and technology. Miami-Dade County and the surrounding Tech Hub is enjoying a dramatic expansion in technology-related startups and finance.  MiamiLaw has an established J.D. degree concentration in Business of Innovation, Law, and Technology (BILT). Faculty have set up numerous technology-related programs including Law Without Walls (LWOW) and the We Robot conference.

MiamiLaw currently offers courses in: AI and Robot Law; Blockchain Technology and Business Strategies; Digital Asset and Blockchain Regulation; Digital Transformation Services: Business & Legal Considerations; Dispute Resolution; Technology and The Digital Economy; E-Sports; Electronic Discovery; Genomic Medicine, Ethics and the Law; Intellectual Property in Digital Media; Introduction to Programming For Lawyers; NFTs: Legal and Business Considerations; Scientific Evidence; Tax Issues Relating to Movement of Foreign Tech Founders Into Miami in the 21St Century; Space Law: Regulating and Incentivizing Private Commercial Activities in Outer Space; a Startup Clinic and a class in Startup Law and Entrepreneurship; The Digital Economy and International Taxation--National and International Responses; Law, Technology, and Practice; Law, Policy & Technology; and Tiktok, Twitter and Youtube: The Legal Framework Governing Social Media.

We aim to enhance these substantial and growing technology-related activities by hiring a Law & Technology Resident Fellow. We seek a recent law graduate interested in studying and teaching about the impact artificial intelligence (AI) will have on the legal field, from the impact on legal education to the impact on legal practice and legislative reform.  We are specifically interested in candidates who would connect our students and our faculty both with new technologies and with tech startups in Miami.

In order to provide a space for training of and experimentation by the law school community, the initial Fellow also will be responsible for designing and then setting up an Artificial Intelligence Technology Lab—which could be real or virtual—that will, among other things, support faculty in their courses and research. The Fellow would be expected to teach one technology-related course, subject to approval by the Vice Dean and the law school’s Curriculum Committee, once the Lab is functional.

Applicants must have completed their J.D. degree prior to the beginning of the fellowship. Experience with Artificial Intelligence as it pertains to law and law practice, or optionally a degree in Computer Science or a related field, would also be helpful. The fellowship begins on August 1 and lasts for one year; a Fellow in residence may apply for a second year of support.

The University of Miami offers competitive salaries and a comprehensive benefits package including medical and dental benefits, vacation, paid holidays and much more.

Applications should include the following:

• A cover letter indicating your interest in the Resident Fellowship
• A resume or CV
• A law/graduate school transcript
• Two letters of recommendation

Applications for the Law & Tech Resident Fellowship must be received no later than July 1, 2023.

Please apply online and submit an application in electronic form to Carolina Morris ([email protected]).

The University of Miami is an Equal Opportunity Employer - Females/Minorities/Protected Veterans/Individuals with Disabilities are encouraged to apply. Applicants and employees are protected from discrimination based on certain categories protected by Federal law. Click here for additional information.

If you have any questions about what it's like to work at UM or live in Miami, please reach out at [email protected].

Well-Being in Law Week: A Good Thing, Except Maybe for the Timing . . . .

In 2021 and again in 2022, I blogged about Well-Being Week in Law.  The first week in May bears this title, offering a chance for all of us to focus on how to best ensure that those involved in legal service work can flourish in our work and in the rest of our lives.  As the website notes:

When our professional and organizational cultures support our well-being, we are better able to make good choices that allow us to thrive and be our best for our clients, colleagues, organizations, families, and communities. It is up to all of us to cultivate new professional norms and cultures that enable and encourage well-being.

I agree with all of that.  And as an instructor and researcher and public servant who dedicates significant time to lawyer leadership, I focus a lot of attention on the legal profession and developing the whole lawyer.  So, count me in as a fan.

But this year, I did not post on Well-Being Week in Law, which was last week.  I carry a small amount of guilt for that (and for not getting this post up yesterday, too, when I had originally planned to publish it), since I did want to post last week to promote the mission.  But this week is just as good!

The Well-Being Week in Law initiative focuses us on five components of our well-being over five days.  They are: staying strong, aligning, engaging and growing, connecting, and feeling well.  As you may recognize, these five components line up with physical, spiritual, occupational and intellectual, social, and emotional well-being.  Of course, while one can highlight each in a specific weekday, we should ideally practice all five on all days!  But we all know how that goes . . . .  The important thing is the repetition of the themes and the sharing of practices and guidance on how to keep these realms of wellness in a positive range as we move forward in our professional and personal lives.  I hope that all of us can focus efforts on teaching and researching and serving with all five areas of well-being in mind all 52 weeks in the year.

Having said that, in reflection on my own circumstances, it does not seem very healthy to schedule the annual focus week on well-being in law during law school exams.  That is where most of us and our students are during the first week in May.  Although the well-being in law world should not revolve around law schools, they are the places in which the future of the profession is developed.  It sends a funky message, in my view, to ask students (and professors) to focus on holistic well-being at a time when we all understand that is not possible. 

Still, in addressing the concerns of appropriately needy students last week as they prepared to take my exam in Securities Regulation--a task that we all know both offers us a window on student well-being and impacts law professor well-being--I tried to mindfully focus attention on what I could control about the process of competitive assessment that law school entails.  I advised my students to exercise, eat, hydrate, and try to get some real sleep.  We talked about the purpose of the course (and their other academic work) in their career plans.  We engaged in ongoing, progressive teaching and learning--processing and synthesizing.  We talked about summer plans (including bar preparation, for some) and getting together for coffee or lunch or the like after exams conclude.  I encouraged them to engage in the personal practices that contribute to their mental health.  In other words, we worked through it together, and in the process, we naturally emphasized target areas of our well-being.

Law schools are where we build thriving lawyers.  If, as instructors in that setting, we do not start the process where we are, it is much harder for lawyers to develop the practices they will need to be productive and healthy professionals over the long haul.  Well-being is not a froofy add-on to the law curriculum.  Rather, it is an essential component to professionally responsible legal education and the practice of law.

Inaugural Peter J. Henning Lecture

I am pleased to share with you that the inaugural Peter J. Henning Lecture at Wayne State University Law School will be held next Monday, April 3rd, at 6:00 pm.  The speaker is the Honorable Jed S. Rakoff (United States District Court for the Southern District of New York) who knew Peter and valued his work.  See the flyer below.  Come if you are able.

As readers may recall, Peter was a mentor and friend.  His work and my work in insider trading law and practice intersected.  I offered some comments on my relationship with him here on the BLPB shortly after his untimely passing last year.  I also shared some thoughts at the 2022 National Business Law Scholars Conference and wrote a short related tribute to Peter forthcoming in the Wayne Law Review.  I will be at the lecture on Monday. 

I know many of you also have been touched by Peter or his work.  He was a special man who made great contributions in many spheres.  Please note in the flyer below that financial support for the lecture series is being solicited.  I hope that some of you will take advantage of this opportunity to honor Peter and his legacy.

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"Keeping Your Own Counsel" - Walter Effross

Friend-of-the-BLPB Walter Effross recently informed me of his blog, Keeping Your Own Counsel (subtitled “Simple Strategies and Secrets for Success in Law School”). The blog is a companion piece to Walter's new book designed for pre-law and law students, also entitled Keeping Your Own Counsel. Walter let me know that one can check out the book’s table of contents, preface, and first two chapters through Amazon’s “Look inside” feature and that a summary of six of the book's themes is in his most recent blog post.

He also noted that his February 25th blog post provides links to his conversations with leading in-house and outside counsel about the definition and goals of, career opportunities in, and ways to remain current on, the increasingly relevant practice of Environmental, Social, and Governance (ESG) law.  He specifically recommends one of those conversations--the one with Fox Rothschild LLP partner David Colvin--even to law students who are not specifically interested in ESG because it addresses practical ethical issues.  He indicated (and I agree) that the overall post may be of particular interest to our readers.  So many of us are focused on ESG and related regulation in our work at the moment . . . .

I send congratulations to Walter on the blog and the book, along with gratitude that he alerted us to both.

Teaching Question of the Day

I teach business law courses that involve planning and drafting in connection with business transactions. I know many of you do, too.  My question is, how do you teach your students to find drafting precedents (if that is part of your teaching) for transactional business law projects/tasks?  Do you advise students to use forms or to walk back provisions in fully negotiated agreements?

In our capstone 3L planning and drafting course at UT Law, Representing Enterprises, I let students take their own path in finding drafting precedents and ask them to report out their process to the class.   We talk through the pros and cons of their individual approaches, which I capture on the whiteboard.  My board notes from a recent class (during which we talked through how students located precedent bylaws for a closely held--preferably Tennessee--corporation) are included below.

 

Although Bloomberg Law was a popular resource for students who shared their process in this particular class meeting, the Securities and Exchange Commission's website and Google also got some love.  In the ensuing discussions, a student also mentioned Westlaw's Practical Law as a resource, although that's not reflected in this picture.

In other advanced business law planning/drafting courses, I invite representatives from Bloomberg Law, Lexis, and Westlaw into my classroom to train my students in how to find precedent documents (and other transactional resources) using their database's search tools.  One student involved in the discussion reflected in the photo above was enrolled in one of those advanced courses with me in the fall (and also had been a student in our transactional business law clinic).  He was among the folks who started his search process with Bloomberg Law.  His classmates told me he had been teaching them some of what he had learned in my course and the law clinic!  #peerteaching--loved it!

How do you help students find drafting precedents (and in what business law and legal education contexts)?  I am always willing to learn new methods and tricks.

Lawyers, Law Students, and Mental Health

Warning: this post addresses suicide.

I was supposed to post yesterday about a different topic but I'm posting today and not next week because someone needs to read this today.

Maybe it's you. Maybe it's your "strong" friend or colleague.

I found out yesterday that I lost a former student to suicide. She lit up every room she walked into and inspired me, her classmates, and everyone she met. I had no idea she was living in such darkness. Lawyers, law students, compliance professionals, and others in high stress roles are conditioned to be on top of everything. We are the strong ones that clients and colleagues rely on. We worry so much about the stigma of not being completely in control at all times, that we don't get help. We worry that clients won't trust us with sensitive or important matters. We worry that we won't pass the character and fitness assessments to get admitted to the bar. 

The CDC released a report this week showing an alarming rise in depression, suicidal thoughts, and anxiety among our youth. The report noted that:

• Female students and LGBQ+ students are experiencing alarming rates of violence, poor mental health, and suicidal thoughts and behaviors.
• The rates of experiencing bullying, sexual violence, poor mental health, and suicidal thoughts and behaviors indicate a need for urgent intervention.

According to nami.org, one of the most respected organizations on the mental health:

1 in 5 U.S. adults experience mental illness each year
1 in 20 U.S. adults experience serious mental illness each year
1 in 6 U.S. youth aged 6-17 experience a mental health disorder each year
50% of all lifetime mental illness begins by age 14, and 75% by age 24
Suicide is the 2nd leading cause of death among people aged 10-14 

Those statistics don't surprise me. I have a family member who lost his first friend to suicide at age 12 and has lost almost ten others in the past ten years to suicide or overdoses. I have other family members who have been hospitalized repeatedly for mental health crises and others who refused to get help and were homeless. When people ask my why I care so much about my students and coaching clients, this is why. It's personal for me.

It's why I got mental health first aid certified when the University of Miami offered the training to staff and professors and why I'm often the only lawyer in the room at conferences and trainings with social workers, neuroscientists, and therapists who are getting their certifications. I stay in my lane, of course. But I want to understand more and I want to do my part to help change the profession because lawyers are in the top 10 for rates of suicide. We have disproportionately higher rates of depression, anxiety, and substance use disorders. Although I've been a happy lawyer for over thirty years, I know I'm a unicorn.

So here are some resources. This list could be pages long so I've compiled links that also refer to other resources:

988 Suicide & Crisis Lifeline

American Bar Association Mental Health Resources

Mental Health First Aid Training (I highly recommend this training and have completed it myself through my law school)

National Alliance on Mental Illness Resource Directory

Institute for Well Being in Law

Lawyer Assistance Programs by State

ABA Substance Use and Mental Health Toolkit for Law School Students and Those Who Care About Them

If you are a parent, especially of young children, get educated as soon as you can so that you can spot the signs early and support your children so they don't end up in these statistics. Ask your school administrators if they are familiar with the CDC's What Works in Schools Program.  Tell your school board and elected officials that mental health is a priority and vote for candidates who understand this as the public health crisis that it is. Sit down with your kids and watch The Social Dilemma. It may not change their addiction to social media, but it will help you understand why this generation is suffering so much that school districts have filed suit about the mental health impacts.

If you're a law student, check out the resources above. Don't get your health advice from TikTok or Instagram unless it's from a trained professional  (although I did do a TikTok video telling people to get help).

If you're a law professor, do you know where to send your students if they come to you seeking help? I have the cell phone number of our Dean of Students and I know I can reach out to her at any time if I'm worried about a student. I also share my family's story with my students so they feel safe asking for my guidance. I don't act as their therapist, but it's my job to prepare the students for the difficulties of the profession, and not just how to redline a document or argue a motion. 

If you're a law firm partner, consider investing in real training for your lawyers and your staff.  Don't just bring in someone to talk about mindfulness or diversity, equity, and inclusion once a year so you can check that box off. Invest in long-term, consistent, evidence-based training and coaching for your staff and lawyers at all levels (yes, managing partners too). Look at and reconfigure your billable hours requirements and layoff plans. Are they realistic? Are they really necessary? If you're comfortable, share your personal story of dealing with mental health challenges with your associates so they know you're human and have some empathy even as you have them billing over 2000 hours to get a bonus. 

If you're a general counsel, ask your firms about what they do to protect and preserve mental health, just like you ask about DEI initiatives. 

This is resource list is clearly just a start. What resources or tips do you have for those who are struggling in the profession? What will you today? If you do nothing else, share this message with others. It could be a matter of life or death for someone you know. 

Can The Next Generation of Lawyers Save the World?

An ambitious question, yes, but it was the title of the presentation I gave at the Society for Socio-Economists Annual Meeting, which closed yesterday. Thanks to Stefan Padfield for inviting me.

In addition to teaching Business Associations to 1Ls this semester and running our Transactional Skills program, I'm also teaching Business and Human Rights. I had originally planned the class for 25 students, but now have 60 students enrolled, which is a testament to the interest in the topic. My pre-course surveys show that the students fall into two distinct camps. Most are interested in corporate law but didn't know even know there was a connection to human rights. The minority are human rights die hards who haven't even taken business associations (and may only learn about it for bar prep), but are curious about the combination of the two topics. I fell in love with this relatively new legal  field twelve years ago and it's my mission to ensure that future transactional lawyers have some exposure to it.

It's not just a feel-good way of looking at the world. Whether you love or hate ESG, business and human rights shows up in every factor and many firms have built practice areas around it. Just last week, the EU Corporate Sustainability Reporting Directive came into force. Like it or not, business lawyers must know something about human rights if they deal with any company that has or is part of a supply or value chain or has disclosure requirements. 

At the beginning of the semester, we discuss the role of the corporation in society. In many classes, we conduct simulations where students serve as board members, government officials, institutional investors, NGO leaders, consumers, and others who may or may not believe that the role of business is business. Every year, I also require the class to examine the top 10 business and human rights topics as determined by the Institute of Human Rights and Business (IHRB). In 2022, the top issues focused on climate change:

1. State Leadership-Placing people at the center of government strategies in confronting the climate crisis
2. Accountable Finance- Scaling up efforts to hold financial actors to their human rights and environmental responsibilities
3. Dissenting Voices- Ensuring developmental and environmental priorities do not silence land rights defenders and other critical voices
4. Critical Commodities- Addressing human rights risks in mining to meet clean energy needs
5. Purchasing Power- Using the leverage of renewable energy buyers to accelerate a just transition
6. Responsible Exits- Constructing rights-based approaches to buildings and infrastructure mitigation and resilience
7. Green Building- Building and construction industries must mitigate impacts while avoiding corruption, reducing inequality, preventing harm to communities, and providing economic opportunities
8. Agricultural Transitions- Decarbonising the agriculture sector is critical to maintaining a path toward limiting global warming to 1.5 degrees
9. Transforming Transport- The transport sector, including passenger and freight activity, remains largely carbon-based and currently accounts for approximately 23% total energy-related CO2 global greenhouse gas emissions
10. Circular Economy- Ensure “green economy” is creating sustainable jobs and protecting workers

The 2023 list departs from the traditional type of list and looks at the people who influence the decisionmakers in business. That's the basis of the title of this post and yesterday's presentation. The 2023 Top Ten are:

1. Strategic Enablers- Scrutinizing the role of management consultants in business decisions that harm communities and wider society. Many of our students work outside of the law as consultants or will work alongside consultants. With economic headwinds and recessionary fears dominating the headlines, companies and law firms are in full layoff season. What factors should advisors consider beyond financial ones, especially if the work force consists of primarily lower-paid, low-skilled labor, who may not be able to find new employment quickly? Or should financial considerations prevail?
2. Capital Providers- Holding investors to account for adverse impacts on people- More than 220 investors collectively representing US$30 trillion in assets under management  have signed a public statement acknowledging the importance of human rights impacts in investment and global prosperity. Many financial firms also abide by the Equator Principles, a benchmark that helps those involved in project finance to determine environmental and social impacts from financing. Our students will serve as counsel to banks,  financial firms, private equity, and venture capitalists. Many financial institutions traditionally focus on shareholder maximization but this could be an important step in changing that narrative. 
3. Legal Advisors- Establishing norms and responsible performance standards for lawyers and others who advise companies. ABA Model Rule 2.1 guides lawyers to have candid conversations that "may refer not only to law but to other considerations such as moral, economic, social and political factors, that may be relevant to the client's situation." Business and human rights falls squarely in that category. Additionally, the ABA endorsed the United Nations Guiding Principles on Business and Human Rights ten years ago and released model supply chain contractual clauses related to human rights in 2021. Last Fall, the International Bar Association's Annual Meeting had a whole track directed to business and human rights issues. Our students advise on sanctions, bribery, money laundering, labor relations, and a host of other issues that directly impact human rights. I'm glad to see this item on the Top 10 list. 
4. Risk Evaluators- Reforming the role of credit rating agencies and those who determine investment worthiness of states and companies. Our students may have heard of S&P, Moody's, & Fitch but may not know of the role those entities played in the 2008 financial crisis and the role they play now when looking at sovereign debt.  If the analysis from those entities  are flawed or laden with conflicts of interest or lack of accountability, those ratings can indirectly impact the government's ability to provide goods and services for the most vulnerable citizens.
5. Systems Builders- Embedding human rights considerations in all stages of computer technology. If our students work in house or for governments, how can they advise tech companies working with AI, surveillance, social media, search engines and the spread of (mis)nformation? What ethical responsibilities do tech companies have and how can lawyers help them wrestle with these difficult issues?
6. City Shapers-  Strengthening accountability and transformation in real estate finance and construction. Real estate constitutes 60% of global assets. Our students need to learn about green finance, infrastructure spending, and affordable housing and to speak up when there could be human rights impacts in the projects they are advising on. 
7. Public Persuaders- Upholding standards so that advertising and PR companies do not undermine human rights. There are several legal issues related to advertising and marketing. Our students can also play a role in advising companies, in accordance with ethical rule 2.1, about persuaders presenting human rights issues and portraying controversial topics related to gender, race, indigenous peoples, climate change in a respectful and honest manner. 
8. Corporate Givers- Aligning philanthropic priorities with international standards and the realities of the most vulnerable. Many large philanthropists look at charitable giving as investments (which they are) and as a way to tackle intractable social problems. Our students can add a human rights perspective as advisors, counsel, and board members to ensure that organizations give to lesser known organizations that help some of the forgotten members of society. Additionally, Michael Porter and Mark Kramer note that a shared-value approach, "generat[es] economic value in a way that also produces value for society by addressing its challenges. A shared value approach reconnects company success with social progress. Firms can do this in three distinct ways: by reconceiving products and markets, redefining productivity in the value chain, and building supportive industry clusters at the company's locations." Lawyers can and should play a role in this. 
9. Business Educators- Mainstreaming human rights due diligence into management, legal, and other areas of academic training. Our readers teaching in business and law schools and focusing on ESG can discuss business and human rights under any of the ESG factors. If you don't know where to start, the ILO has begun signing MOUs with business schools around the world to increase the inclusion of labor rights in business school curricula. If you're worried that it's too touchy feely to discuss or that these topics put you in the middle of the ESG/anti-woke debate, remember that many of these issues relate directly to enterprise risk management- a more palatable topic for most business and legal leaders. 
10. Information Disseminators- Ensuring that journalists, media, and social media uphold truth and public interest. A couple of years ago, "fake news" was on the Top 10 and with all that's going on in the world with lack of trust in the media and political institutions, lawyers can play a role in representing reporters and media outlets. Similarly, lawyers can explain the news objectively and help serve as fact checkers when appearing in news outlets.

If you've made it to the end of this post, you're either nodding in agreement or shaking your head violently in disagreement. I expect many of my students will feel the same, and I encourage that disagreement. But it's my job to expose students to these issues. As they learn about ESG from me and the press, it's critical that they disagree armed with information from all sides.

So can the next generation of lawyers save the world? Absolutely yes, if they choose to. 

Give Yourself the Gift of Understanding Contract Drafting and Negotiation In Miami or Virtually February 2023

It's the holidays and it's time to treat yourself and members of your team to practical training and fantastic networking in sunny Miami in February. We don't have bomb cyclones down here. The Transactional Skills Program at the University of Miami School of Law couldn't be more excited to host the How to Contract Conference from February 15-17, 2023. 

• ContractsCon is a training and networking EXTRAVAGANZA focused on the practical contract drafting and negotiating skills that in-house counsel and contracts professionals need to know. 
• This event is a zero-fluff, to-the-point training on the nitty-gritty details. ContractsCon includes:
  • speakers who get the in-house experience and can explain why we draft the way we do
  • training centered around provision-level playbooks for you and your company to use when you return to work
  • workshops that provide a deeper dive into more nuanced topics and include interactive group activities
  • ContractsCon Playbook, featuring the advice and drafting approaches discussed at ContractsCon
  • access to How to Contract’s SaaS Contracts Training Library, with 20+ hours of training videos, the Cloud Services Agreement Playbook, and lots more (through March 31, 2023)
  • CLE pending in 26 states for up to 7 hours for virtual ticket holders and up to 13 hours for in-person attendees
• ContractsCon is an annual training and networking event for in-house counsel and  contract professionals presented by How to Contract and Law Insider and hosted by University of Miami School of Law. This 2-day event will feature over 20 live training sessions with some of the most well-known contract experts.
• Our promise is to share with you the core skills and expertise you need to work in-house on commercial contracts. All you have to do is show up ready to learn.
• ContractsCon is designed for in-house lawyers and professionals who want to learn:
  • the insights and techniques needed to handle the commercial contracts filling their inbox every day,
  • how experienced lawyers manage risk, work efficiently, and make the hard decisions in challenging circumstances,
  • WHAT to say, WHY to say it that way, and HOW to reach the best-negotiated deal you can with your contract counterparties.
• Give us two days of your time and you'll walk away with enhanced skills that enable you to better protect your company and clients. You'll gain more confidence.  You'll finally leave those "I don't know" and "I'm not sure" frustrations behind you. You'll also be able to network with other lawyers and professionals who share your desire to improve your skills and overcome any traces of imposter syndrome. 

Click here to get your ticket. And I'll see you in Miami, mojito in hand (after I do my session, of course).