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Marcia Narine Weldon

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Professor Narine Weldon is the director of the Transactional Skills Program, Faculty Coordinator of the Business Compliance & Sustainability Concentration, Transactional Law Concentration, and a Lecturer in Law.

She earned her law degree, cum laude, from Harvard Law School, and her undergraduate degree, cum laude, in political science and psychology from Columbia University. After graduating, she worked as a law clerk to former Justice Marie Garibaldi of the Supreme Court of New Jersey, a commercial litigator with Cleary, Gottlieb, Steen and Hamilton in New York, an employment lawyer with Morgan, Lewis and Bockius in Miami, and as a Deputy General Counsel, VP of Global Compliance and Business Standards, and Chief Privacy Officer of Ryder, a Fortune 500 Company. In addition to her academic position, she serves as the general counsel of a startup and a nonprofit.  Read More

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A new opinion this week tells us that “Defendant, Intermed Resources TN, LLC, [is] a Tennessee limited liability company that markets medical equipment.”  Camber Spine Technologies v. Intermed Resources TN, LLC, No. CV 22-3648, 2023 WL 5182597, at *1 (E.D. Pa. Aug. 11, 2023). The opinion later, though, tells us that Intermed is a “Tennessee limited liability corporation.” It was right, before it was wrong. 

The United States Supreme Court has told us that the test for general personal jurisdiction for LLCs is the same test that is used for corporations. Daimler AG v. Bauman, 571 U.S. 117, 123 (2014). Unfortunately, in that case, Justice Ginsburg referred to “MBUSA” as “a Delaware limited liability corporation.” MBUSA is an LLC, not a corporation. It’s a little less clear in cases of specific jurisdiction, so there is least some potential litigation value in the getting this right, in addition the more general principle of being accurate. 

Camber Spine was one the case calling an LLC a corporation that I found this week. Last week there were four more: 

  1.  Ocean Tomo LLC v. Golabs, Inc., No. 22 C 4966, 2023 WL 4930348, at *2 (N.D. Ill. Aug. 2,

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It’s been little while since I posted here, but long-time readers of theis blog will not be surprised by the topic.  I am happy to say that, after a lot of work with an exceptional co-author who shares my concerns, Professor Samantha Prince from Penn State Dickinson Law, we have an article documenting the problems with mislabeling LLCs and providing a variety of solutions.  I have been writing on this for nearly 15 years, and unfortunately, not a lot has changed. 

The article, An LLC By Any Other Name Is Still Not A Corporation, is now available on SSRN, here, and has been submitted for publication. In the meantime, we welcome thoughts and comments.  

Here is the abstract: 

Business entities have their own unique characteristics. Entrepreneurs and lawyers who represent them select an entity structure based on the business’s current and projected needs. The differing needs of each business span across myriad topics such as capital requirements, taxation, employee benefits, and personal liability protection. These choices present advantages and disadvantages many of which are built into the type of entity chosen.

It is critically important that people, especially lawyers, recognize the difference between entities such as corporations…

Health Sciences at Belmont University | Professional Graduate & Undergraduate Degree Programs

Belmont University (my employer) is seeking an Assistant Professor and Program Director of Legal Studies.

This professor will sit across campus from me, in our College of Liberal Arts and Social Sciences (“CLASS”), but I will likely interact with them because my Business Law 1 and 2 classes feature in the legal studies major, in addition to the business majors on campus. Happy to discuss Belmont University with anyone who may be interested. 

You can apply for the position (by March 15) here.  

“Human beings are far more complicated and enigmatic and ambiguous than languages or mathematical concepts.” – Iris Murdoch, The Sovereignty of Good Over Other Concepts (88)

During lunch yesterday, I attended a panel on “Measuring the S in ESG” at Belmont University’s Hope Summit. The presenters made plenty of thoughtful comments, but I did not leave with much hope that we will be able to accurately measure “S” (social good). (The panel also seemed to confirm that most institutional investors view ESG data primarily as a tool to assist in achieving excellent financial performance, and most are not very interested in sacrificing profits, at least not for more than a few years.)

Later that afternoon, at a celebration for our neighborhood bus driver, I began to realize why I had so little hope for numerical scores of social good. Glendra Chapman Thompson has been driving the same bus route in our neighborhood for 32 years; she is only retiring now due to serious health issues. To say she is beloved is an understatement. Her joy emanates. She is patient, kind, and always smiling. She knows the name of every child, and you can sense that she cares deeply for…

BelmontU

We are hiring for an open Assistant Professor of Business Systems and Analytics position.

We will consider lawyers/law professors with data governance/privacy law experience/research.

I am on the hiring committee; feel free to reach out to me with any questions.

Position posting here.

We need to be honest. Most of our students aren’t learning or retaining the information we teach them. If you’re not in academia, you’ve likely attended a a required training or taken a course on your own and you probably can’t fully articulate what you’ve learned or how it applies to what you do daily in your profession. Over the past few months, I’ve been spending time with neuroscientists learning about learning. I’ll pass on some pointers over the next posts to translate how and what we want to teach to how our students or employees actually learn. For example, we all know about the “gunners” in our classrooms or those who beg for the extra point on the exam so that they can maintain their stellar GPAs. But for the most part, adults don’t get motivated through gold stars and report cards in the same way that younger learners do. 

I’ll start with an overview of ten things we need to know about how adults learn. I’ll expand on them in future posts. 

1) Many professors focus on pedagogy, which is based on how children learn and still stick to the teacher-centered approach of learning. The science of adult…

Prior to joining academia, I served as a compliance officer for a Fortune 500 company and I continue to consult on compliance matters today. It’s an ever changing field, which is why I’m glad so many students take my Compliance, Corporate Governance, and Sustainability course in the Fall. I tell them that if they do transactional or commercial litigation work, compliance issues will inevitably arise. Here are some examples: 

  • In M&A deals, someone must look at the target’s  bribery, money laundering, privacy, employment law, environmental, and other risks
  • Companies have to complete several disclosures. How do you navigate the rules that conflict or overlap?
  • What do institutional investors really care about? What’s material when it relates to ESG issues?
  • What training does the board need to ensure that they meet their fiduciary duties?
  • How do you deal with cyberattacks and what are the legal and ethical issues related to paying ransomware?
  • How do geopolitical factors affect the compliance program?
  • Who can be liable for a compliance failure?
  • What happens when people cut corners in a supply chain and how can that affect the company’s legal risk?
  • What does a Biden DOJ/SEC mean compared to the same offices under Trump?
  • Who

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It’s a lovely Friday night for grading papers for my Business and Human Rights course where we focused on ESG, the Sustainable Development Goals (SDGs), and the UN Guiding Principles on Business and Human Rights. My students met with in-house counsel, academics, and a consultant to institutional investors; held mock board meetings; heard directly from people who influenced the official drafts of EU’s mandatory human rights and environmental due diligence directive  and the ABA’s Model Contract Clauses for Human Rights; and conducted simulations (including acting as former Congolese rebels and staffers for Mitch McConnell during a conflict minerals exercise). Although I don’t expect them all to specialize in this area of the law, I’m thrilled that they took the course so seriously, especially now with the Biden Administration rewriting its National Action Plan on Responsible Business Conduct with public comments due at the end of this month.

The papers at the top of my stack right now:

  1. Apple: The Latest Iphone’s Camera Fails to Zoom Into the Company’s Labor Exploitation
  2. TikTok Knows More About Your Child Than You Do: TikTok’s Violations of Children’s Human Right to Privacy in their Data and Personal Information
  3. Redraft of the Nestle

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I’m doing what may seem crazy to some- teaching Business Associations to 1Ls. I have a group of 65 motivated students who have an interest in business and voluntarily chose to take the hardest possible elective with one of the hardest possible professors. But wait, there’s more. I’m cramming a 4-credit class into 3 credits. These students, some of whom are  learning the rule against perpetuities in Property and the battle of the forms in Contracts while learning the business judgment rule, are clearly masochists. 

If you’re a professor or a student, you’re coming close to the end of the semester and you’re trying to cram everything in. Enter Elon Musk. 

I told them to just skim Basic v. Levenson and instead we used Rasella v. Musk, the case brought by investors claiming fraud on the market. Coincidentally, my students were already reading In Re Tesla Motors, Inc. Stockholder Litigation because it was in their textbook to illustrate the concept of a controlling shareholder. Elon’s pursuit of Twitter allowed me to use that company’s 2022 proxy statement and ask them why Twitter would choose to be “for” a proposal to declassify its board, given all that’s going on. Perhaps…