October 2017

AveMariaLaw

Ave Maria School of Law seeks applicants for a tenure-track position to begin in the 2018-2019 academic year. The school’s greatest curricular needs are business law subjects such as Contracts, Business Organizations, and Uniform Commercial Code courses. Applicants must have a Juris Doctorate or equivalent degree and a strong academic record. Duties will include teaching, scholarship, and service to the law school.

Ave Maria offers students a distinctive legal education marked by the integration of the Catholic faith and the law. Students are trained to reflect critically on the law and to understand that all areas of legal practice serve the common good. The law school emphasizes the importance of faith and community among its faculty, staff, and students, and seeks applicants attracted by, and supportive of, its mission. 

 Ave Maria has an increasingly diverse student body and desires to provide students with faculty role models and mentors of shared background and experience. As such, we particularly encourage applications from women and members of underrepresented groups within the profession.

Ave Maria is located in Naples, Florida along the coast of the Gulf of Mexico. Naples has been recognized for its healthy lifestyle and excellent quality of life, and is known for its…

The distinction between limited liability companies (LLCs) and corporations is one that remains important to me. Despite their similarities, they are distinct entities and should be treated as such.

When the indictment for Paul Manafort and Richard Gates was released yesterday, I decided to take a look, in part because I read that the charges included claims that the defendants “laundered money through scores of United States and foreign corporations, partnerships, and bank accounts.”  (Manafort Indictment ¶ 1.)

It did not take long for people to note an initial mistake in the indictment.  The indictment states that Yulia Tymoshenko was the president of the Ukraine prior to Viktor Yanukovych. (Id. ¶ 22.) But, Dan Abrams’ Law Newz notes, “Tymoshenko has never been the president of the Ukraine. She ran in the Ukrainian presidential election against Yanukoych in 2010 and came in second. Tymoshenko ran again in 2014 and came in second then, too.” Abrams continues: 

The Tymoshenko flub is a massive error of fact, but it doesn’t impinge much–if any–on the narrative contained in the indictment itself. The error doesn’t really bear upon the background facts related to Manafort’s and Gates’ alleged crimes. The error also doesn’t bear whatsoever

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The title of this post is hyperbole on some level.  But with Halloween being tomorrow, I couldn’t resist the temptation to use a festive greeting to introduce today’s post.  And there is a bit of a method to my titling madness . . . .

I admit that I do feel a bit tricked by the removal of the Leidos, Inc. v. Indiana Public Retirement System case (about which co-blogger Ann Lipton and I each have written–Ann most recently here and I most recently here) from the U.S. Supreme Court’s calendar.  It was original scheduled to be heard a week from today.  Apparently, based on the related filings with the Court, the parties are documenting a settlement of the case.  Kevin LaCroix offers a nice summary here.  How cunning and skillful!  Just when I thought resolution of important duty-to-disclose issues in Section 10(b)/Rule 10b-5 litigation was at hand . . . .

Indeed, I had hoped for a treat.  What pleasure it would have given me to see this matter resolved consistent with my understanding of the law!  The issue before the Court in Leidos is somewhat personal for me (in a professional sense) for a simple reason–a…

It seems that in the wake of Donald Trump’s remarkable political ascent, a number of CEOs have developed their own political ambitions.

Facebook’s Mark Zuckerberg famously embarked on an anthropological tour of the United States, rubbing shoulders with the struggling common folk in Iowa, as well as in Wisconsin, Ohio, and South Carolina.  Disney’s Bob Iger says a lot of people are saying that he should run.  Starbucks’s Howard Schultz (okay, former CEO, still Executive Chair) visited the Houston victims of Hurricane Harvey, later explaining, “I wanted to see the aftereffects, but mostly I wanted to talk to people. And you learn a few things that are heartbreaking. You know, 40 percent of American households don’t have $400 of cash available to them….I think the country needs to become more compassionate, more empathetic. And we can’t speak about the promise of America and the American Dream and leave millions of people behind.”

Now, I suppose one could ask all kinds of questions about whether the Trump phenomenon should be interpreted to mean that America hungers for a closer relationship between corporations and politics, but my immediate reaction is, how do you square the fiduciary obligations associated with…

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A former student brought this fundraising website to my attention: To the Stars Academy of Arts and Sciences (“TTS Academy). (Image above from a Creative Commons search).

This article describes TTS Academy as follows: “Former Blink-182 singer and guitarist Tom DeLonge is taking his fascination with/conspiracy theories about UFOs to their logical conclusion point: He’s partnering with former government officials on a public benefit corporation studying ‘exotic technologies’ from Unidentified Aerial Phenomenon (UAP) that the consortium says can ‘revolutionize the human experience.'” 

Remember the Blink-182 song Aliens Exist? 

I couldn’t make this up. And I did spend some time trying to determine if it was a joke, but TTS Academy’s 63-page offering circular suggests that it is no joke. And TTS Academy appears to have already raised over $500,000. 

According to the organization’s website, Tom DeLonge of Blink-182 fame is in fact the CEO and President. Supposedly, DeLonge has teamed with former Department of Defense official Luis Elizondo who confirmed to HuffPost that the TTS Academy is planning to “provide never before released footage from real US Government systems…not blurry, amateur photos, but real data and real videos.” Rolling Stone reports that “DeLonge has long been …

Today I sat through a panel at the ABA International Law Section Meeting entitled, I, Robot – The Increasing Use and Misuse of Technology by In-House Legal Departments. I have already posted here about Ross and other programs. I thought I would share other vendors that in-house counsel are using according to one of the panelists: 

  • Deal point – virtual deal room.
  • Casetext – legal research.
  • Disco AI; Relativity; Ringtail – apply machine learning to e-discovery.
  • Ebrevia; Kira Systems; RAVN – contract organization and analysis.
  • Julie Desk – AI “virtual assistant” for scheduling meetings.
  • Law Geex – contract review software that catches clauses that are unusual, missing, or problematic.
  • Legal Robot – start-up uses AI to translate legalese into plain English; flags anomalies; IDs potentially vague word choices.
  • LexMachina – litigation analytics.
  • NeotaLogic – client intake and early case assessment.
  • Robot Review – compares patent claims with past applications to predict patent eligibility.
  • Ross Intelligence – AI virtual attorney from IBM (Watson).

These and their future competitors lead to new challenges for lawyers, law professors, and bar associations. Will robots engage in the unauthorized practice of law? What are the ethical ramifications of using artificial intelligence in legal engagements? How…

A recent magistrate judge’s recommendation on a motion to strike in Hawaii alerted me to a problem with the Hawaii Local Rules of Practice for the United States District Court for the District of Hawaii.  The mistake is not the judge’s; it is in the rules.  The recommendation explains: 

[An] LLC must be represented by an attorney. See Local Rule 83.11 (“[b]usiness entities, including but not limited to … limited liability corporations … cannot appear before this court pro se and must be represented by an attorney”) . . . .

THE BANK OF NEW YORK MELLON FKA THE BANK OF NEW YORK, AS TRUSTEE FOR THE CERTIFICATE HOLDERS OF THE CWMBS INC., CHL MORTGAGE PASS-THROUGH TRUST 2006-OA5, MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2006-OA5, a Delaware corporation, Plaintiffs, v. LEN C. PERRY JR.; NATHAN JON LEWIS; 3925 KAMEHAMEHA RD PRINCEVILLE, HI 96722, LLC, Defendants., No. CV 17-00297 DKW-RLP, 2017 WL 4768271, at *1 (D. Haw. Oct. 2, 2017), report and recommendation adopted sub nom. THE BANK OF NEW YORK MELLON fka THE BANK OF NEW YORK, AS TRUSTEE FOR THE CERTIFICATE HOLDERS OF CWMBS INC.; CHL MORTGAGE PASS-THROUGH TRUST 2006-OA5, MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2006-OA5, a Delaware corporation, …

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University of Notre Dame: The Law School
Director, California Innovation Intensive

Location: Palo Alto, California

Notre Dame Law School invites applications to serve as the inaugural full-time Director of the Law School’s new California Innovation Clinic.  The Clinic will provide transactional services and related advice to individuals or entities in the Bay Area seeking to start or expand their own ventures.  The Clinic will operate out of the Notre Dame California center in Palo Alto, California.

The Clinic will provide students, under the supervision of the Clinic Director, opportunities to serve the transactional needs of early-stage startup ventures. The services offered by the Clinic will depend in significant part on the background and skills of the Clinic Director, but we anticipate that the Clinic will assist clients with some or all of the following: entity formation, founder agreements, non-disclosure agreements, ownership agreements, licensing and/or freedom to operate agreements, and privacy and data security policies. Specific client matters will be determined by the Clinic Director, although decisions about the overall direction of the Clinic’s work will be made in consultation with the Dean and other law school faculty members.

The Director will be a full-time staff attorney or non-tenure

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