Two days after the US election, I moderated and participated on a Society of Corporate Compliance and Ethics (SCCE) panel on ESG through the life cycle of a business with Eugenia Maria Di Marco, who focused on startups and international markets, and Ahpaly Coradin, who focused on M&A, private equity, and corporate governance.
I shared these stats with the audience before we delved into the discussion:
I know this is late notice, but I have a small role in an online symposium on benefit corporations being held today at 3:30 pm Eastern (12:30 pm Pacific). The symposium features essays on Professor Michael Dorff’s recent book on benefit corporations, Becoming a Benefit Corporation. The essays will be published in a forthcoming issue of the Southwestern University Law Review. I am writing a foreword for the issue. If you have time and want to register to attend, the flyer is included above. You also can just register here.
A law firm recently reached out to me to conduct a CLE on Mental Health Challenges in the Age of AI. It was an interesting request. I’ve spoken about AI issues on panels, as a keynote speaker, and in the classroom, and I wrote about it for Tennessee Journal of Business Law. I also conduct workshops and CLEs on mental health in the profession. But I’ve never been asked to combine the topics.
Before I discussed issues related to anxiety about job disruption and how cognitive overload affects the brain, I spent time talking about the various tools that are out there and how much our profession will transform in the very near future.
If you’re like many lawyers I know, you think that AI is more hype than substance. So I’ll share the information I shared with the law firm.
According to a 2024 Bloomberg survey on AI and the legal profession, 69% of Bloomberg survey respondents believe generative AI can be used ethically in legal practice. But they harbor “extreme” or “moderate” concerns about deep fakes (e.g., human impersonations, hallucinations and accuracy of AI-generated text, privacy, algorithmic bias, IP, and of course, job displacement.
Those are
I’m super excited to attend and moderate a panel on How to Improve Your Contract Skills with Gen AI Tools and Products at the ContractsCon in Las Vegas from January 22-23, 2025. As the GC for a startup and a nonprofit, and someone who directs the Transactional Skills Program for a law school, I have to stay up to date on the future of contracts for my clients and to prepare our students for a world that will be completely different from the one they expected.
This is not the typical boring CLE. How to Contract Founder, Laura Frederick describes it as “practical training for the work you do all the time.For every mega M&A transaction or financing, there are thousands of regular contracts that companies handle day-in and day-out. This training helps you learn how to do those BETTER with strategies based on best practices used by top lawyers with solid real-world in-house experience. Have a ton of experience already? This event is perfect for lawyers and professionals with 10+ years of contract experience too. We’ve added a whole day of training built to teach advanced contract skills. Plus you can connect with your peers and help out
One of the more interesting topics that I have been following under the Corporate Transparency Act (CTA) is the debate about the reporting status of limited liability partnerships (LLPs). Are LLPs reporting companies under the CTA? A recent Business Law Today article written by friends-of the-BLPB Bob Keatinge and Tom Rutledge argues they are not.
As the article notes, the debate centers around whether an LLP is an “entity” similar to a corporation or limited liability company that is “created by the filing of a document with a secretary of state or a similar office under the law of a State.” Certainly, an LLP is created by a secretary of state filing. However, is a new entity created by that filing, or is an LLP merely a type or status of partnership created by that filing?
I have read much on this debate over the past year and had conversations with many intelligent, experienced practitioners on both sides of the matter. A textualist approach supports the conclusion reached by Bob and Tom in their article–that LLPs are not new entities. Yet, detractors note that Bob and Tom’s conclusion, well supported by the history and interpretations of partnership law they present
In a short Memorandum Opinion and Order signed late last month, the U.S. District Court for the Northern District of West Virginia struck down a West Virginia constitutional provision prohibiting churches from incorporating. The case concerned Article VI, Section 47 of the West Virginia Constitution, which provides that “[n]o charter of incorporation shall be granted to any church or religious denomination.” The Court determined the West Virginia constitutional prohibition “is not neutral or generally applicable, and it does not further a compelling government interest” and therefore offends the U.S. Constitution. Specifically, the court found that:
The court concludes that the provision “violates the Church’s First Amendment rights to the free exercise of religion, which is applicable to the States through the Fourteenth Amendment.”
The case is Hope Community Church v. Warner. You can find a copy of the court’s Memorandum
I didn't really think it through. I actually thought that teaching Business Associations (BA) online, would mean that I would have fewer students. I'm teaching online because I have two immunocompromised parents and I don't want to take any risks. But alas, I have 90 students this semester.
Not to brag, but I'm pretty good at teaching online. I haves some students who have taken three or four classes with me online and none of them are required. But I have never taught ninety online. That number is completely contrary to best practices for online teaching and learning.
I even tried to scare some students away. Before every semester, I ask all students to complete a Google form that helps me understand them a bit better. This lets me know how to pronounce their names, what experience they have in business, where they have worked, what classes they are taking, and what they are most interested in learning about. This survey helped me understand how many of them were taking BA and Evidence at the same time. Some masochists are taking BA, Evidence, and our Transactional Skills I course, which is incredibly time consuming. But alas, only two dropped.
The Society of Corporate Compliance and Ethics is hosting a virtual ESG and Compliance Conference on November 7. I love to hear academics talk about these issues at conferences but because I still engage in the practice of law and I teach about compliance, governance, and sustainability, I find the conversations are very different when listening to practitioners.
My panel is titled ESG Due Diligence Across the Corporate Lifecycle From Start-Up to Maturity: The Roles of Compliance, Ethics, Legal, and the Board. My co-panelists, Ahpaly Coradin, Partner, Pierson Ferdinand, and Eugenia di Marco, a startup founder and international legal advisor, and I will focus on:
Date & Time: Thursday, November 7 from 12:45 PM – 1:45 PM central time
Other topics that speakers will discuss include:
As you may recall, Ann and I got a bit wound up last summer about the Delaware General Assembly's consideration of Delaware S.B. 313 (and, within it, the proposed addition of § 122(18) of the General Corporation Law of the State of Delaware ("DGCL")). We each offered brief oral testimony and even wrote letters to the Delaware House Judiciary Committee, which you can find here and here.
A comrade in that effort, Mark Lebovitch, has taken time to reflect a bit on the crazy summer that brought a new and troubling corporate purpose to Delaware's venerable corporate law and to prognosticate about the future impact of DGCL § 122(18). The result? Soap Opera Summer: Five Predictions About DGCL 122(18)’s Effect on Delaware Law and Practice. The abstract follows.
Predictability and stability are often cited as leading reasons for why Delaware’s corporate law system is world renowned and widely emulated, giving the First State dominance in the competition for domiciling business entities. The first half of 2024 was anything but predictable and stable in Delaware’s legal community. Rarely has an amendment to the Delaware General Corporation Law (“DGCL”) triggered as much public debate as SB 313, which became effective
Stoll Keenon Ogden PLLC's Corporate Transparency Act ("CTA") guidance, about which I posted back in June, was recently updated. You can find the update here. Hat tip to friend-of-the-BLPB Tom Rutledge from Stoll Keenon Odgen on this development.
I know many are struggling to interpret and apply the CTA. I appreciate the work firms and individual lawyers are undertaking to help enlighten that effort. Please feel free to send me links to guidance you may have seen that you believe to be particularly useful.