My colleague at Georgia State, Cass Brewer, posted on SOCENT (social enterprise) Law, an update to his incredibly useful social enterprise map. On this blog and in other fora, I have discussed with many of you teaching BA whether you cover social enterprises and, if so, to what extent. This is a great resource if you do anything in the area.
How cool is this?
-Anne Tucker
It may just be my students, but it seems there is a renewed interest in business law careers among law students. Several of my students this year who had originally started down a path toward a career in another area of law have happily and passionately settled, somewhat late in the game, on being business lawyers. Somehow, after taking Business Associations and other foundational business law courses, they’ve been bit by the business law bug. And they are incredibly talented students–high up in their class in terms of rank and well worthy of employment in a firm or business or government. One is my research assistant.
We have been working together and with the folks in our Career Center to identify relevant geographical and employer markets. But I am seemingly engaged in a continuous struggle to help each of them (a) to enhance his resume to reflect his new-found business law passion (given that each already had accepted a second summer job somewhat or totally outside the business law area when he refocused on business law as a career path) and (b) to make the new connections that he needs to make in order to successfully pursue his revised career path. How can a middle-aged academic almost 15 years out of practice help a 3L business law job-seeker to make his resume more relevant, his contact list deeper, and his interviews more effective?
My seventy business associations students work in law firms on group projects. Law students, unlike business students, don’t particularly like group work at first, even though it requires them to use the skills they will need most as lawyers—the abilities to negotiate, influence, listen, and compromise. Today, as they were doing their group work on buy-sell agreements for an LLC, I started drafting today’s blog post in which I intended to comment on co-blogger Joan Heminway’s post earlier this week about our presentation at Emory on teaching transactional law.
While I was drafting the post, I saw, ironically, an article featuring Professor Michelle Harner, the author of the very exercise that my students were working on. The article discussed various law school programs that were attempting to instill business skills in today’s law students. Most of the schools were training “practice ready” lawyers for big law firms and corporations. I have a different goal. My students will be like most US law school graduates and will work in firms of ten lawyers or less. If they do transactional work, it will likely be for small businesses. Accordingly, despite my BigLaw and in-house background, I try to focus a lot
With Marcia’s blessing, I am promoting a recently published transcript of a conference panel on which she and I presented last spring. The title of the published transcript? “Representing Entities: The Value of Teaching Students How to Draft Board Resolutions and Other Similar Documentation.” Here’s the top line from the SSRN abstract:
This edited transcript comprises a panel presentation and related Q&A at “Educating the Transactional Lawyer of Tomorrow,” Emory University School of Law’s biennial transactional law conference held June 6-7, 2014. The transcript includes Professor Heminway’s talk and a separate presentation by Professor Marcia Narine on “How to Make Transactional Law Less Terrifying and a Bit More Interesting.” The panel, “Transactional Drafting: Beyond Contracts,” features approaches to teaching transactional business law courses.
Enjoy!
My co-blogger Anne Tucker inspired me with her useful conference list this week, and led me to create a list of my own.
Just in time for law review submission season, below are links to the submission webpages for the top-15 “Corporations and Association” specialty law journals as ranked by Washington & Lee University. The starred journals were not included in the “Corporations and Associations” dropdown ranking, but I found them in the full list and placed them in their respective spots (according to the overall rankings). I am not sure Yale Journal on Regulation belongs in this grouping, but I will leave it in since W&L includes it.
For what it is worth, I am not sold
I am a list maker. I make daily to do lists, grocery lists, research plans, workout schedules (that quickly get jettisoned) and complicated child care matrices necessary in two-career families. How else am I supposed to remember and keep on my radar all of the things that I am supposed to be doing now, or doing when I have time, or things that I can’t forget to do in the future? One area where I feel deficient is in planning my conference travel/attendance. It always feels either a little ad hoc (ohh I got an invitation and I never say no to those!) or a little out habit (once you have presented at a conference it is easier to be asked to participate in future panels). Rarely does it feel like a part of an intentional plan for the year where I set out to prioritize conference A or break into conference B.
Realizing that this year there are 3 corporate law events within 10 days of each other is seriously making me reconsider my approach. I need a conference list– a way to plan for the coming year, prioritize opportunities and frankly, schedule grandparent visits
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).
New reading recommendation: The (Un)Enforcement of Corporate Officers’ Duties, by Megan Shaner at Univ. of Oklahoma COL, published in UC Davis Law Review, November 2015.
Abstract:
Over the past few decades, officers have arguably become some of the most important individuals in the corporation. From the implosions of Enron and WorldCom, to the success of companies like Apple and Microsoft, to the Wall Street crisis that sunk the world into near global recession, corporate officers have played a role in each of these storylines and countless (albeit lesser known) others. In spite of the well-publicized scandals, officers continue to be given wide latitude to carry out their role of managing the day-to-day operations of their companies. The primary constraint on this power under state corporate law is the imposition of fiduciary obligations. Fiduciary duties thus play a vital role in checking the considerable power and authority of officers. Fiduciary duties will only affect officer behavior, however, if there is an effective enforcement scheme that holds officers accountable. This Article discusses how the development of corporate doctrine, coupled with the dynamic in today’s corporate management has created impediments and disincentives for the enforcement of officer fiduciary
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.
I recently updated my research chart entitled Corporate Forms of Social Enterprise: Comparing the State Statutes. Always open to suggestions on how to improve the chart.
As the number of corporation-based social enterprise state statutes has grown, the chart has become a bit unwieldy. Previous versions of the chart went state by state, detailing the differences from the Model statute. I think the new format (a short summary chart with details in the footnotes) is better for comparing/contrasting the state statutes, but is still far from perfect. For example, some of the abbreviations used in the summary chart require going to the footnotes for explanation, but it is difficult to remedy that and keep the summary chart short.
Also, here is a link to the latest report of Delaware Public Benefit Corporations (“PBCs”). [This is my first time linking to an outside Excel sheet, but it worked for me by saving to my Desktop and then opening.] The number of Delaware PBCs has grown to 234 entities. This is still tiny in comparison to the more than 1 million total entities in Delaware, but it is still early.
