If you’re coaching a contract drafting or negotiation team this Fall, here’s a unique opportunity to kick off the year with real-world practice, prizes, and a complimentary Bootcamp that goes way beyond the classroom.

The ’Canes Contract Drafting & Negotiation Challenge takes place Saturday, September 6, 2025, at the University of Miami School of Law. In this one-day competition, students from around the country will step into the shoes of junior associates to draft, negotiate, and advocate for their client in a simulated transaction.

Competition Highlights

  • Hybrid format: students draft their contracts in advance, then negotiate in person with opposing counsel.
  • Simulates real client representation, with attorney and judge reviewers using detailed rubrics.
  • Awards for Best Drafted Agreement and Best Negotiation Performance.
  • Designed for both transactional and commercial litigation students—anyone who needs to read, write, or argue contracts.

Registration Info

  • Teams: 2–4 students, at least one must be a law student. Coaches welcome.
  • $100 for 2-person teams / $200 for 4-person teams.
  • Only 12 team slots available — registration closes August 20 at 11:59 PM ET (or when full). We only have a few slots left.
  • Contract problem released upon registration or August 1, whichever comes later.
  • Contract drafts due August 28.
  • Bootcamp on Friday, September 5 | Competition on Saturday, September 6

To register, click here.

But wait! We’re sweetening the deal even more. Participating teams will receive free admission to our day-long Bootcamp held Friday, September 5, 2025. Every session will be hands-on—participants will engage in small group exercises, real-world simulations, contract redlining, strategic discussions, and practical analysis. Participants will also receive optional pre-reads so they can hit the ground running, especially for the financial and business literacy portion.

Whether it’s drafting clauses, analyzing financial statements, negotiating deal terms, or using AI tools effectively, participants will walk away with actionable insights, real templates, and frameworks they can apply in class, in practice, or at the next client meeting. It’s a great way for your students to sharpen their skills and learn directly from experienced lawyers.

Bootcamp Sessions Include:

The Bootcamp is open to the public, but student spots are limited and reserved only for registered competition teams.

  • AI Prompt-a-thon: Prompting with Purpose — Strategy, Ethics, and Efficiency
  • Beyond the Law: Business, Financial & Insurance Literacy for Legal Professionals
  • Building Blocks of a Contract: What Every Lawyer Needs to Know About Core Clauses
  • Core Contracts Every Business Lawyer Must Master
  • Deal or No Deal? Ethics on the Edge of Negotiation
  • Closing the Loop: Lessons, Tools, and Takeaways
  • Closing Time: Where Deals Meet Dialogue Networking Reception

To request more information, contact me at mweldon@law.miami.edu (or find me at SEALS ) or reach out to our Program Coordinator, Aleyda Mejia, at akmejia@law.miami.edu.

We hope to welcome your students to Miami this fall—for sun, strategy, and serious skill-building.

The University of California College of the Law, San Francisco (“UC Law San Francisco,” formerly “UC Hastings”) seeks to hire an entry-level or lateral tenure-track or tenured faculty member to be a productive and impactful scholar and to establish and teach an in- house transactional clinic. As part of UC Law’s Community Justice Clinics, the clinic should serve disenfranchised and disempowered clients or communities while teaching students about the law, legal practice and the role of the law in the quest for social justice. The start date for the position is July 1, 2026. We are interested in applications from entry-level candidates and from professors with clinical teaching experience in the academy.

Applicants should have a serious interest in UC Law San Francisco and living in the San Francisco Bay Area. Candidates should send a CV, statement of research and teaching interests, a one- to two-page transactional clinic proposal, prior course evaluations (from the three most recent years of teaching, if available), and representative publications in .pdf format to Professor of Law Abe Cable, Appointments Committee Chair (appointments2025@uclawsf.edu), with the subject heading “Faculty Position.” The clinic proposal should address in appropriate detail the candidate’s vision for the clients the clinic would serve, the range of matters to be handled, the content and approach of the clinic seminar, and the clinic’s student learning objectives. All candidates must hold a J.D. or equivalent degree prior to start date and either be licensed to practice as an attorney in California or licensed in another state and willing to sit for the California Bar Exam.

Salary will be commensurate with qualifications and experience. As reference points, please note that the Step 1 salary for entry level candidates is $161,474.90 and the midpoint of our current step scales is $210,669.23.

We will conduct initial screening interviews for select candidates via Zoom and/or on- campus, with a second round of on- campus interviews for leading candidates. We will consider applications on a rolling basis, beginning as early as July 1, 2025.

UC Law San Francisco was founded in 1878 as the original law department of the University of California. Our mission is to serve “society as a center of higher learning committed to exceptional teaching, influential scholarship, and exemplary public service. We provide a rigorous, innovative, and inclusive legal education that prepares diverse students to excel as professionals, advance the rule of law, and further justice.” The law school has one of the top-ranked clinical programs in the country and a vibrant clinical teaching community.

UC Law San Francisco prohibits discrimination against any person employed; seeking employment; or applying for or engaged in a paid or unpaid internship or training program leading to employment with UC Law San Francisco on the basis of race, color, national origin, religion, age, sex, gender, sexual orientation, gender expression, gender identity, gender transition status, sex- or gender-stereotyping, pregnancy, physical or mental disability, medical condition (cancer-related or genetic characteristics), genetic information (including family medical history), ancestry, marital status, citizenship, or service in the uniformed services, including protected veterans. This policy applies to all employment practices, including recruitment, selection, promotion, transfer, merit increase, salary, training and development, demotion, and separation.

A copy of this position announcement can be found here: www.uclawsf.edu/wp-content/uploads/2025/07/…

Does everyone remember the summer of 2024, when the hot corporate topic was SB 313 and Delaware’s move to authorize shareholder agreements?  Much less discussed at the time, but still important, was the proposal to permit jilted merger targets to collect lost premium damages.  Delaware amended its corporation law to provide:

Any agreement of merger or consolidation governed by § 251 of this title… may provide: (1) That (i) a party to the agreement that fails to perform its obligations under such agreement in accordance with the terms and conditions of such agreement, … shall be subject, in addition to any other remedies available at law or in equity, to such penalties or consequences as are set forth in the agreement of merger or consolidation (which penalties or consequences may include an obligation to pay to the other party or parties to such agreement an amount representing, or based on the loss of, any premium or other economic entitlement the stockholders of such other party would be entitled to receive pursuant to the terms of such agreement if the merger or consolidation were consummated in accordance with the terms of such agreement)…

In other words, DGCL 261 overrides the ordinary principle that penalties are not available for breach of contract, when the contract in question is a merger agreement.

Dhruv Aggarwal, Albert H. Choi, and Geeyoung Min have just posted a paper, Contractarianism in Corporate Mergers, discussing some of the problems and unanswered questions created by this provision, including the point that it allows parties to contract for termination fees so high they would functionally make “efficient” breach impossible, thus perhaps resulting in inefficient transactions.  Much of their discussion would probably apply to the anti-penalty doctrine in contract law generally, but they also make merger-specific points, including that the provisions appears to create a bifurcated approach to termination fees, whereby fees associated with breaches – and only breaches – (perhaps) may include penalties, whereby fees associated with other grounds for termination (perhaps) may not, which may encourage a certain amount of contractual creativity as to whether a termination is classified as one or the other.

Here is the abstract:

In recent years, there have been momentous developments regarding the remedies available to a disappointed party in a merger. First, Delaware law, which governs most major corporate transactions in the United States, now allows merger agreements to contain a “lost premium” provision for the benefit of the target. The provision permits the target to recover the premium its shareholders would have received from the buyer if the buyer breaches the agreement and the deal falls apart. Secondly, Delaware courts have become increasingly willing to enforce specific performance provisions contained in merger agreements, forcing the breaching party to complete the transaction. These developments collectively represent the strengthening of the contractarian principle in merger jurisprudence, essentially allowing the merging parties to design their own remedy. The Article critically examines this phenomenon, identifying several potential negative consequences. Unchecked application of the contractarian principle in designing remedies in a merger could lead to unreasonably high termination fees that will impede efficient transfer of assets, and exacerbate issues relating to asymmetric information, agency costs, and negative externalities on third parties. The Article explores legislative and judicial solutions to mitigate the risks of relying exclusively on the transacting parties to craft merger remedies.

And two other things.  On the most recent Shareholder Primacy podcast, Mike and I talk about Tesla’s upcoming shareholder meeting – why the delay in scheduling? And what might we expect?  Here at Apple; here at Spotify; and here at YouTube.

Prior to that, Mike interviewed Francine McKenna of The Dig, where they talked about the PCAOB and the AmTrust cert petition, among other things. Here at Apple; here at Spotify; and here at YouTube.

Dear BLPB Readers:

“Mississippi College School of Law invites applications from entry-level or lateral candidates for an endowed professorship position expected to begin July 2026 (but an earlier start date may be possible if desired by the candidate). Our search will focus primarily on candidates with an interest in teaching two or more of the following subject areas: AI, Machine Learning & the Law; Cybersecurity and Data Privacy; Introduction to Intellectual Property; Trademark and Property Law; Patent Law; Civil Procedure, and Torts. We seek candidates with a distinguished academic background with some emphasis in the AI, Machine Learning, and Cybersecurity fields (having earned a J.D. and/or Ph.D.), a commitment to excellence in teaching, and a demonstrated commitment to scholarly research and publication.

In addition to receiving an endowed tenured or tenure-track professorship, this hire will be named the Director of MC Law’s new Center for AI Policy and Technology Leadership (CAPTL). The position will come with a highly competitive compensation package, including a significant travel and research stipend.”

The complete announcement is here:CAPTL Hiring Announcement

St. Mary’s University School of Law, the oldest Catholic university in the Southwest and the only law school in San Antonio, Texas, is seeking exceptional candidates for tenured and tenure-track faculty positions to start in the 2026-2027 and 2027-2028 academic years. 

We are building on our deep history of academic excellence and servant leadership, and we are eager to welcome new members into our vibrant intellectual community.

We are particularly interested in candidates with outstanding academic credentials, successful practice experience, a demonstrated record of scholarly research and publication, and a dedication to teaching excellence. We place great emphasis on fostering a supportive and engaging learning environment, and we are eager to find candidates who excel in the classroom and inspire students to achieve their best.

We are open to passionate and innovative teachers and scholars in all areas.  There are also some select Chair opportunities for strong lateral candidates in the areas of business law (to include tax), natural resources, and oil and gas.

St. Mary’s Law is committed to upholding the Marianist mission. Since our foundation in 1852 by the Society of Mary (Marianists), we have strived to integrate the liberal arts with professional studies, fostering a community where faculty and students alike contribute to a meaningful academic dialogue.  We are a Hispanic Serving Institution and are excited to bring cutting-edge teaching and compassionate mentoring to the large percentage of first-generation students that make up our student body.  

St. Mary’s Law embraces the AALS Statement on Hiring for Diversity, Equal Opportunity, and Affirmative Action. We strongly encourage applications from women, people of color, and individuals from diverse backgrounds, striving to create an academic community that reflects the richness of our global society.

If you share our commitment to fostering academic excellence, serving society, and providing exceptional education, we would be delighted to receive your application. Please submit a letter of interest, CV, and a list of at least three references to Professor Jena Martin, Chair, Faculty Appointments Committee, at lawfacultyhiring@stmarytx.edu

Join us as we continue to advocate for the Marianist mission, shaping the next generation of diverse leaders in law. Your unique perspective and dedication to teaching can contribute significantly to our vibrant and inclusive academic community.

St. Mary’s University is an Equal Opportunity Employer. All qualified applicants will receive consideration for employment without regard to race, ethnicity, color, sex, pregnancy, religion, national origin, citizenship status, physical or mental disability, age, marital status, sexual orientation, gender, gender identity/expression, veteran or military status (including special disabled veteran, Vietnam-era veteran, or recently separated veteran), predisposing genetic characteristics, domestic violence victim status, or any other protected category under applicable local, state, or federal law.  We look forward to receiving your application.

Nevada’s trial-level business courts are not as heavily observed as the Delaware Court of Chancery. Our in-state ecosystem does lacks anything quite like The Chancery Daily. But we do have Our Nevada Judges which has a broader focus.

With that in mind, I wanted to highlight a very recent Nevada Business Court decision from Judge Gall that considers whether the business judgment rule applies in the limited liability company context.

Nevada limited liability companies are governed by Chapter 86 of the Nevada Revised Statutes. Unlike Chapter 78, which governs corporations, there is no statutory business judgment rule. So what does this mean for limited liability companies? Should their management get business judgment rule protection?

Judge Gall faced a dispute where one party argued that the corporation statute’s business judgment rule and exculpation provisions should apply and the other party argued that because the operating agreement did not specifically set out a business judgment rule, that there should be no business judgment rule.

The Court found that “by adopting fiduciary duties . . . the members incorporated the business judgment rule to assess whether they breached those duties.” After reviewing some literature on the subject, the Court reasoned that when fiduciary duties are in play, it:

makes no sense to incorporate a duty of care without applying the business judgment rule to determine whether that duty has been breached—at least not without leading to an absurd result. With the fiduciary standard in one hand but without the business judgment rule in the other, the fact finder is left to determine whether the complained of transaction could have gone better. This is what the business judgment rule is meant to stop; otherwise, business will slowly stop as disgruntled stockholders and members repeatedly ask the court to step in the place of business fiduciaries and second-guess decisions made by those who are better positioned to act on behalf of the company. 

The Court explained that despite the statutory focus and codification of the business judgment rule for corporations, “Nevada also recognizes the common law, and this court sees no reason why it should or would not do so for LLCs.”

Of course, the common law and the Nevada statute have some differences. The Court decided not to “read in an exculpation provision—as framed in statute—where the Operating Agreement makes no mention of exculpation absent fraud, intentional misconduct, or knowing violation of the law.”

Although would probably be better drafting for an LLC’s operating agreement to specify business judgment rule protection and clear exculpation provisions, Nevada courts may apply a business judgment rule whenever the operating agreement adopts fiduciary duties.

Critically, fiduciary duties are not the default for Nevada LLCs. The statute makes clear that managers owe an “implied contractual covenant of good faith and fair dealing” and whatever “duties, including, without limitation, fiduciary duties, if any, as are expressly prescribed by the articles of organization or the operating agreement.”

We are calling for papers that will link queer lives and queer theory to corporate law and governance, with the goal of publishing an edited collection or special issue publication.

There has been little connection between corporate governance and the queer space, and we wish to speak with all scholars, at any stage, who are interested in doing so.

‘Queer’ can mean different things to different people. For some, it is part of a personal identity. Here, connecting the queer to corporate governance involves providing spaces for queer people within corporate life. For others, it is an approach to thinking about social institutions. Here, connecting the queer to corporate governance involves questioning concepts and practices underlying corporate life, which may include interrogating the very concepts of identity which shape the focus on creating queer spaces. There can also be a playfulness to queer, to challenge pre-conceptions by subverting the established. 

We welcome submission from those interested in any aspect of the connection between the corporate and the queer. The questions below may help spark thoughts on possible contributions:

1. Queer as a Subject

  1. How can queer people be included in the corporate space at any level, such as in the boardroom, in the workplace, and amongst investors?;
  2. What are the arguments for (and against) queer inclusion in the corporate space?
  3. How does queer inclusion fit within DEI practice more generally, and how do current struggles over DEI affect the case for queer inclusion?

2. Queer as Method

  1. How can we identify heteronormativity in corporate law concepts?
  2. How can we challenge corporate power structures, and should we?
  3. To what extent is corporate governance suitable for connecting with queer theory?

3.     Interrelationships: Corporate Governance, Queer Lives and Queer Theory  

  1. What are some corporate illustrations of the interface between queer subjects and queer methods?
  2. What are some wider inputs to queer theory from the corporate space?
  3. What are the connections between the corporate law space and other disciplines that explore queer approaches?

4.     Queer as Subversion and Playfulness

  1. Can queer theory provide novel interpretations of corporate legal doctrine or practice?
  2. What are some playful connections between corporate law and other disciplines?

To indicate interest, please email us with a short note of your area of interest, rough title and (if available) short abstract and a short CV/bio to queercorporate@gmail.com by 5pm on August 20, 2025. 

Darren Rosenblum, McGill University
Brett McDonnell, University of Minnesota 
Jonathan Hardman, University of Edinburgh

Friend-of-the-BLPB Beth Burch has announced that the University of Georgia School of Law is conducting an open-rank search for four or five full-time, tenure-track or tenured faculty. Hiring priorities include multiple business law areas–contracts, bankruptcy, and secured transactions–as well as property, torts, environmental law, business law/corporations, banking, international law, administrative law, and employment law. You can find the posting here.

If you’re interested, feel free to reach out to Beth at LawHiring@uga.edu.

Friend of the BLPB Geeta Kohli (formerly Tewari) at Widener Law Delaware recently launched a newsletter on Substack called Defining Money that may be of interest to business law profs and their students (as well as others). She circulated a message about the newsletter through the AALS Section on Business Associations listserv earlier this week–very timely as we all start to prepare for fall classes. I have checked the newsletter out. Geeta covers a bunch of great topics (some traditional in the business law space and some nontraditional but truly helpful–including for family businesses and the divorce and trust/estate law areas that intersect with family business practice) informed by her business law background and personal experience. Here is what she personally noted in the listserv message.

I’ve recently launched a newsletter called Defining Money, where each week I break down a finance or business law term and pair it with a short story or example-designed especially for those of us who may have experienced financial issues or abuse. After the semester starts, I’ll be focusing more on contract and business related terms.

This project grew out of my desire to make financial concepts more accessible, particularly for students navigating complex legal or socio-economic systems.

I’d be honored if you would consider subscribing, and perhaps sharing it as a supplemental resource in a business or contract law connected course. It’s an interdisciplinary tool for financial literacy that I hope supports both teaching and empowerment.

You can find it here: https://definingmoney.substack.com/

I applaud this effort and others like it. So often it takes several attempts to get complete understanding among students in a course of some key definitions and concepts. As I set out to teach Corporate Finance again next month, I will have all that in mind once again. Different voices and communication modalities can help in the effort. I will look for ways to use the newsletter in class and on our class course management site along the way.

The 2026 National Business Law Scholars Conference (NBLSC) will be in Las Vegas, at the William S. Boyd School of Law at the University of Nevada, Las Vegas on May 26 and 27, 2026. This will be the 17th meeting of the NBLSC, an annual conference that draws legal scholars from across the United States and around the world.

For attendees traveling from the east coast, the 2026 Law and Society Conference will be in San Francisco from May 28-31. The timing may make it possible for attendees to go directly from NBLSC in Las Vegas to Law and Society in San Francisco without needing to fly back east. The May date also allows us to host the event in Vegas before the summer grows uncomfortably hot.