On December 22 and again on January 9, I posted the first two installments of a three-part series featuring the wit and wisdom of my former student, Brandon Whiteley, who successfully organized a student group to draft, propose, and instigate passage of Invest Tennessee, a state crowdfunding bill in Tennessee. The first post featured Brandon’s observations on the legislative process, and the second post addressed key influences on the bill-that-became-law. This post, as earlier promised, includes Brandon’s description of the important role that communication played in the Invest Tennessee endeavor. Here’s what he related to me in that regard (as before, slightly edited for republication here).
In Memory of Meowth (1998-2015): Choice of Entity for Veterinary Medical Practices
As some of you know, my beloved cat, Meowth (yes, named after the Pokemon character) has been battling squamous cell carcinoma. Today, he went on to the everlasting life beyond this Earth. This post is dedicated to his memory. Here he is, meowing with me and my daughter a bit over a week ago.
One of the things that we have been blessed with over the years–in Massachusetts and here in Knoxville–is great veterinary medical care. Since The University of Tennessee’s College of Veterinary Medicine (CoVM) is located on the West (agricultural) campus in Knoxville, it is a stone’s throw from the College of Law, where I teach. We have been assisted in various ways, including with Meowth, by veterinarians and veterinary technicians from the CoVM. The CoVM also boast a veterinary social work program, and we were helped in Meowth’s end-of-life care by one of the veterinary social workers in the CoVM program. Many of the local veterinarians were trained at our CoVM. We have worked with several private practice groups in Knoxville.
All this interaction with veterinarians has made me wonder how private veterinary medical practice groups are organized, from a legal entity point of view. (Yeah, I know. I am a true law nerd. I admit that.) My impression (although many practice groups are not very transparent about their form of legal organization) is that many of these practice groups are professional corporations (PCs) or professional limited liability companies (PLLCs). I suppose this makes sense to me.
But it reminds me of a question commonly asked by astute Business Associations students: “Why do professionals form professional business entities, given that the owners of limited liability entities already enjoy protection from liability for the obligations of the entity?” I am sure many of you have been asked this same question. If not, you soon may be.
Reflecting on MLK and Legal Education
Today, unlike most Mondays during the school year, I will not be in the classroom. The University of Tennessee is closed in celebration of the life of Martin Luther King, Jr., our nation’s iconic non-violent civil rights leader. Today also is the day that my daughter is in transit back to her college in New York for her last semester as an undergraduate. It seemed only fitting, honoring both occasions, to go out on Friday night with my daughter and my husband to see the movie Selma.
Despite its historical inaccuracies (which have been played out in the public media, e.g., here), the movie is a successful one. Among other things, it spoke to me of the amazing amount that one man can accomplish in a mere 39 years with focus, action, and perseverance. I admittedly felt a bit lazy and ineffectual by comparison.
Selma also reminded me, however, of the near daily opportunities that King had to speak out on matters of public importance. I wondered if there was anything in his teachings that would speak directly to me today. Specifically, I wondered if I could find something he’d said that helped to guide me as a business law professor in the current business law or legal education environment.
Of course, King spoke out against Jim Crow laws, which provided for legal segregation of the races in both businesses and education. But I was looking for something a bit more personal. Then, I found this quotation: “The function of education . . . is to teach one to think intensively and to think critically. . . . Intelligence plus character–that is the goal of true education.”
Female Directors and Crowd Theory
I recently was afforded the opportunity to draft a short article for the William & Mary Journal of Women and the Law that combines my research on crowd theory (from the crowdfunding space) and my research on women and corporate governance. The opportunity arose out of a celebration of the 20th anniversary of the journal, for which I had been a published author in the past. (The journal published my article on women as investors in the context of securities fraud, Female Investors and Securities Fraud: Is the Reasonable Investor a Woman?, back in 2009.)
I just posted the recently released final version of the 20th anniversary article, entitled Women in the Crowd of Corporate Directors: Following, Walking Alone, and Meaningfully Contributing, to the Social Sciences Research Network. My application of crowd theory to the gender composition of corporate boards of directors in this article does not provide significant new insights on the decision making of female corporate directors. However, it does result in the observation that women on corporate boards may foster the establishment of new board structures and policies that have the potential to favorably impact board decision making. The bottom line? More–and more novel–research still
Key Influences on Invest Tennessee – Student-Initiated Intrastate “Crowdfunding” Legislation
A few weeks ago, I described to you a really special extracurricular project undertaken by one of my students, Brandon Whiteley, now an alum, this past year. The project? Proposing and securing legislative passage of Invest Tennessee, a Tennessee state securities law exemption for intrastate offerings that incorporates key features of crowdfunding. The legislation became effective on January 1.
In that first post, I described the project and Brandon’s observations on the legislative process. This post highlights his description of the influences on the bill that became law. Here they are, with a few slight edits (and hyperlink inserts) from me.
Animal Law Is (Or At Least Can Be) Business Law
I just left the Association of American Law Schools annual meeting this morning. I came back to a flat tire at the airport, but let’s not dwell on that . . . . The conference was a good one, as these zoo-like mega conferences go.
I presented at the conference as part of a panel that focused on teaching courses and topics at the intersection of animals and the law. (Thanks for the plug, Stefan!) Yes, although it is a little known fact, I do teach courses involving animals and the law. Regrettably, it is a somewhat rare thing for me, since I always have to teach these courses as an overload. However, I also am the faculty advisor to our campus chapter of the Student Animal Legal Defense Fund and UT Pro Bono’s Animal Law Project (which compiled and annually updates a Tennessee statutory resource used by animal control and other law enforcement officers, as well as other animal-focused professionals, in the State of Tennessee). In addition, I coach our National Animal Law Competitions team. These non-classroom activities give me ample time to teach in different ways . . . .
I will not rehash all of my remarks from the panel presentation here. In fact, I want to make a very limited point in this post. While my calling to legal issues involving non-human animals is rooted in large part in being the “animal mom” of a rescue dog and rescue cat, I also participate in educational efforts in this area because I see it as my professional responsibility as a lawyer–and in particular, as a business lawyer.
It’s Interview Season (Again) (Still). What Should Female Candidates for Law Jobs Wear?
Grades are in–a few hours late, but in nevertheless. It must be almost time for New Year’s Eve, syllabus and first-assignment posting, the AALS conferenece, the first day of classes, . . . and more job searching for our students!
I was reminded in an email from a student this morning that the hunt for summer and permanent law jobs is revving back up again after the holiday doldrums. The student, a 1L mentee seeking summer employment, was asking a few questions about my cover letter post, to which I eaerlier had referred him. I expect to start getting more of these communications from students about their job searches over the next few weeks.
Our brother bloggers over at the Law Skills Prof Blog have already struck while the iron is hot on this issue. Specifically, Lou Sirico posted a quip on dressing for job interviews the other day. The quoted advice? “The interviewer should remember what you said and not what you were wearing.”
Hmm. Yeah. I guess so. Well, maybe not.
Certainly, that’s the advice I was given by NYU Law’s fabulous placement folks in “the day.” Then, that meant wearing: a black, navy or midnight blue, or gray skirt suit; a neutral (white, ivory, gray, black) collared shirt or jewel-neck blouse; skin-tone hose; dark, solid-colored, medium-heeled pumps or really lovely flats; and either Barbara Bush pearls (the double strand) or a silk floppy bow tie (like an Hermes twilly, only not as fashion-forward). Bo-ring.
I am proud (but call me lucky) to have gotten my job wearing (to the initial interview) a deep pink–almost fuchsia–silk-blend skirt suit (midi-length skirt, hip-length jacket), with a white collared blouse, neutral hose, black flats, and a patterned (pink, blue, etc.) floppy silk bow tie. (This is where the folks in the UT Law Career Center lose faith that they are sending students to the right place when they refer them to me for career advice!) I was confident and radiant in that suit (although I am not sure I realized that fully at the time), and I am convinced that made a big difference in the reception that I got from people when I wore it. However, it’s true that I was interviewed by a woman (a female senior associate in a multicolored silk dress with straight blond hair down to her derrière) and I was seeking employment at an entrepreneurial, individualistic firm–Skadden.
Law and Entrepreneurship Association: CFP (from Usha Rodrigues)
March 21, 2015
University of Georgia School of Law, Athens GA
The ninth annual meeting of the Law and Entrepreneurship Association (LEA) will occur on March 21, 2015 in Athens, Georgia. The LEA is a group of legal scholars interested in the topic of entrepreneurship—broadly construed. Topics have ranged from crowdfunding to electronic contracting to issues of taxation in startups.
Our annual conference is an intimate gathering where each participant is expected to have read and actively engage with all of the pieces under discussion. We call for papers and proposals relating to the general topic of entrepreneurship and the law.
Proposals should be comprehensive enough to allow the LEA board to evaluate the aims and likely content of papers they propose. Papers may be accepted for publication but must not be published prior to the meeting. Works in progress, even those at a relatively early stage, are welcome. Junior scholars and those considering entering the legal academy are especially encouraged to participate. There is no registration fee, but participants must cover their own costs.
To submit a presentation, email Professor Usha Rodrigues at rodrig@uga.edu with a proposal or paper by February 1, 2015. Please title the email “LEA Submission – {Name}.&rdquo
Invest Tennessee – Student-Initiated Intrastate “Crowdfunding” Legislation
Effective as of January 1. 2015, Tennessee will allow Tennessee corporations to engage in intrastate offerings of securities to Tennessee residents over the internet without registration. The new law, adopted earlier this year, is the direct result of a law-student-led movement. The key student leader was one of my students, and he kept me informed about the effort as it moved along. (I was called upon for advice and commentary from time to time, but the bill is all their work.)
In my experience, this kind of effort–a student-initiated, non-credit, extracurricular engagement in business law reform–is almost unheard of. I was intrigued by the enterprise and impressed by its success. As a result, I asked the student leader, Brandon Whiteley, now an alumnus, to send me some of his perceptions about drafting and proposing the bill and getting it passed.
This is the first in a series of three posts that feature Brandon’s observations on the legislative process, the key influences on the bill, and the importance of communication. This post highlights his commentary on the legislative process (which I have edited minimally with his consent). I think you’ll agree that his wisdom and humor both shine through in this first installment (as well as the others). His organizational capabilities also are evident throughout.
For Those of You Who Love the Dodge v. Ford Motor Company Case . . .
. . . here‘s a relatively new Dodge Challenger commercial (part of a series) that you may find amusing. I saw it during Saturday Night Live the other night and just had to go find it on YouTube. It, together with the other commercials in the series, commemorate the Dodge brand’s 100-year anniversary. “They believed in more than the assembly line . . . .” Indeed!
You also may enjoy (but may already have read) this engaging and useful essay written by Todd Henderson on the case. The essay provides significant background information about and commentary on the court’s opinion. It is a great example of how an informed observer can use the facts of and underlying a transactional business case to help others better understand the law of the case and see broader connections to transactional business law generally. Great stuff.