February 2019

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Christopher G. Bradley at University of Kentucky College of Law has posted his paper, Business Entities as Skeleton Keys.  The paper was also selected for the 2019 AALS Section on Agency, Partnership, LLCs and Unincorporated Associations program, Respecting the Entity: The LLC Grows Up.  

Chris notes the use of business entities to accomplish goals not attainable previously and the use of entities “to accomplish customized transactions and evade legal restrictions that would otherwise prevent them.”  His observations and insights are good ones, and his paper is definitely worth the read.  I can’t help but think that some of this is occurring more because of an increasing comfort with entities and a willingness to engage in creative transactions. We’re seeing in beyond the use of entities, too, with the rise of derivatives over the last 20 or so years, not to mention cryptocurrencies.  Anyway,  it’s a good paper and I recommend it. 

Here’s the abstract:

This Article identifies the increasingly important phenomenon of what I term “skeleton key business entities” and discusses the ramifications of their rise. Modern business entities, such as LLCs, are increasingly created and deployed to accomplish customized transactions and evade legal restrictions that would otherwise prevent them. Rather

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ARTIFICIAL INTELLIGENCE:

Thinking About Law, Law Practice, and Legal Education

Hosted by the Duquesne University School of Law

Pittsburgh, Pennsylvania

Friday & Saturday, April 26-27, 2019

Developments in artificial intelligence are changing virtually all aspects of our world, ranging from autonomous vehicles to robotic surgery, and from smartphones to smart speakers.  Lawyers, legal educators, and policymakers are already experiencing the effects of computers that aid and, in some cases, replace the often-tedious work done by lawyers and other members of society.  Law school graduates will need to understand how intelligent systems can enhance and streamline the work that they do, and how their careers may be changed in the future.  Furthermore, artificial intelligence technology will likely call for greater government oversight, result in new laws, and trigger litigation. 

This two-day conference will feature presentations by educators, practitioners, policymakers, and computer scientists that will demonstrate how the development of artificial intelligence is affecting society, the law, the legal profession, and legal education.   The Duquesne Law Review will dedicate space in its Winter 2019 symposium issue to publishing papers from this conference. 

Presenters & Agenda, Day One (Law and Law Practice):

  • Dean Alderucci (Carnegie Mellon Univ.): Customized Artificial Intelligence Techniques for the

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BLPBPlatedTacos

Couples Cooking with Plated: Curried Lamb Tacos
with Cabbage Slaw and Cilantro-Lime Yogurt

Since I last wrote about meal kits–those boxes of goodness (recipes and ingredients, all shipped to your door)–they have continued to be in the news.  There’s been some consolidation in the industry (referenced here), continued speculation about whether the industry is sustainable (for a negative view, see here), and ongoing interest in what meal kits are all about (here).  Now, there even is an industry information page dedicated to meal kits (here).

A central concern in much of what is being written is competition.  But I have my own perspective on competition in this industry: if enough of these firms can find a financially sustainable, cost-effective business model (and I certainly hope they do), I have a good feeling about the continued survival of a few of these firms.  Why?  Because each of the three firms I have ordered from–Blue Apron, Hello Fresh, and Plated–has evolved toward each other a bit as time has gone on, converging toward better service norms.  Among the areas of convergence: segregated ingredients (put in a separate bag or mini-box)…

During the first-half of this spring semester, I’m teaching an MBA-level Business Ethics/Legal Studies course.  On Tuesday, we’ll discuss one of my absolute favorite books: Springboard: Launching Your Personal Search for Success by Wharton School Professor Richard Shell.  Making this book required reading reinforces the course’s emphasis on ethics and values, and is designed to help students articulate long-term core values around meaningful work.  Given that a Gallup 2017 State of the Global Workplace survey reports that “85% of employees worldwide are not engaged or are actively disengaged in their job,” this objective strikes me as a meaningful task.

In the Introduction, Shell chronicles generally what he terms his “odyssey years,” which included a variety of short-lived jobs, self-help research and seminars, travels across the globe, and collapsing in the mud with hepatitis in Afghanistan one Christmas Eve (for more, read the book!).  Ultimately, the experiences and lessons learned during these years led Shell to his first academic position at Wharton at age 37, and to a life-long interest in the study of success.  He recalls: “If you had told me that night [that Christmas Eve] that I would one day graduate from law school near the top…

Where we left things, Delaware Vice Chancellor Laster had just ruled in Sciabacucci v. Salzberg that Delaware corporate charters and bylaws may only govern matters of corporate internal affairs, including litigation related to internal affairs; they may not be used to govern external matters like securities litigation.  For that reason, forum-selection provisions purporting to require that Section 11 claims be filed in federal court were invalid.  The implication – though not part of his holding – was that a similar result would obtain for charter and bylaw provisions that purport to require individualized arbitration of securities claims. 

After that, the defendants, predictably, appealed to the Delaware Supreme Court, and we were all waiting (im)patiently to see how that would unfold when – alas! – a panel consisting of Strine, Vaughn, and Seitz dismissed the appeal as prematurely filed due to a pending attorneys’ fee petition in Chancery. 

Speaking as someone who once did in fact have to litigate the issue of whether a notice of appeal was prematurely filed, thus depriving the appellate court of jurisdiction, all I can say is – oof!  Then again, in my case, the matter wasn’t raised until it was too late to file…

When I was in house, the biggest compliment I could receive was “sometimes I forget that you’re a lawyer.” Of course, you don’t want to hear that from certain clients because that means that you haven’t clearly established your role and authority. But, when dealing with business people, they want to know that you understand business strategy and their pain points and not just the law. 

 

Last Saturday, Laura Zagustin, the General Counsel for Viacom International Media and the Americas, served as the keynote speaker for the Miami Law Symposium on doing business in Latin America. She told the audience that although she’s the general counsel, she tries not to be “too much like a lawyer.” She didn’t expand on this, but during the Q&A, a student asked about the tensions between the profit driven requests of the business people and the need to follow the law. Zagustin focused on the necessity to protect the company and secure revenue while educating internal clients. She’s actually become so business savvy that she’s been able to negotiate with a business counterpart without any of her company’s business people with her.

 

She advised students to learn how to develop solutions but …

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The following comes to us from David Sorkin, Associate Dean, Academic Programs, The John Marshall Law School.

Full-Time Faculty Podium Visitors for 2019-2020

The John Marshall Law School in Chicago seeks two or more experienced faculty members to serve as full-time visiting professors for the 2019-2020 academic year (one or both semesters). We need coverage in the areas of Civil Procedure, Corporations, Employee Benefits, Estates & Trusts, Income Taxation, Legal Research and Writing, and Property. Candidates must have law school teaching experience. It is contemplated that the successful candidates will be current full-time faculty members at ABA-approved law schools, although others with extraordinary credentials may be considered.

To apply, submit a current CV, cover letter, and three professional references to Associate Dean David Sorkin at 7sorkin@jmls.edu. The Committee will begin reviewing applications as they are received and will continue on a rolling basis until the positions are filled. We may conduct an interview via Skype or a similar platform or in person, and may request submission of teaching evaluations or other materials.

The John Marshall Law School is committed to diversity, access, and opportunity. Subject to the approval of our accreditors, JMLS is in the process of being acquired…

I have been told there may be some flexibility on the March 1 deadline.

The UMKC Law Review is pleased to announce a call for submissions relating to the law surrounding distributed ledger (“blockchain”) technology. Selected papers will be published in the Special Topics Symposium, Summer 2019 edition of the UMKC Law Review. This symposium invites proposals for papers that explore the legal and regulatory issues involved in blockchain technology. Today, blockchain technology is used to build tools and infrastructure that help lawyers draft contracts, record commercial transactions, and verify legal documents. In general, investments in blockchain technology has surged over the past year, inviting both legitimate businesses and modern-day scammers. To date, regulatory agencies have yet to determine a consistent approach to the technology that protects the public while not stifling innovation. Issue 1 of UMKC Law Review’s 88th Volume will explore these and related topics with the goal of advancing awareness of blockchain technology and cryptoassets. Articles and essays of all lengths and papers by single authors or multiple authors are invited. Preference will be given to works between 5,000 and 25,000 words. To be accepted for publication in UMKC Law Review, articles must not have been previously…