Blog Posts from Business Law Professors
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 was quoted earlier this week (Monday) in a Business Insider article, “Elon Musk has a lot to gain if Trump wins. A Harris presidency is more uncertain.” The article is behind a paywall (sorry!), but at the time this is being posted, an aol.com version is available. In any event, this post offers my two quotes with some context.
On the potential for bias against Elon Musk in a Harris administration:
“One would hope that governmental units would be immune to political pressures,” Joan MacLeod Heminway, a law professor at the University of Tennessee, told BI. “But people in those units are humans and may inadvertently scrutinize proposals coming from entities owned or controlled by Elon Musk.”
In response to a question about the inclusion of Elon Musk in a Trump administration:
“There are ethical rules mandating compliance with various types of obligations, including conflict-of-interest reporting, for certain types of government positions,” Heminway said. “Elon Musk may not want to take on these obligations.”
Now, we will wait and see what actually transpires. The article notes that “Trump has already incorporated some of Musk’s policy proposals into his campaign, with plans to establish a government efficiency commission…
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…
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…
Last month I had the privilege of presenting some of my current work at Bocconi University in Milan, Italy. The promotional poster for the event is included below. All of the workshop presentations (present company excepted) were engaging.
I presented on part of an ongoing research project–a series of papers on environmental, social, and governance (ESG) information. The first two papers on the series, The Materiality of ESG Information: Why It May MatterT, 84 LSU L. Rev. 1365 (2024), and ESG and Insider Trading: Legal and Practical Considerations, 26 U. Penn. J. Bus. L. __ (forthcoming 2024), address the significance of ESG information under the U.S. federal securities laws and the potential and actual involvement of ESG information in insider trading. In Milan, I shared my ideas and preliminary research for a third paper currently titled Corporate Information Compliance in an ESG World. I expect to turn to work on this paper in earnest in the coming months. I will briefly lay out my current thoughts here in the hope that you may have some feedback.
ESG information plays a role in many business operational settings that are invoked in legal compliance and addressed in compliance policies…
Many in the business law world have been following the saga involving the adoption of S.B. 313 by Delaware's General Assembly last week. S.B. 313 adds a new § 122(18) to the General Corporation Law of the State of Delaware (DGCL) that broadly authorizes corporations to enter into free-standing stockholder agreements (not embodied in the corporation's charter) that restrict or eliminate the management authority of the corporation's board of directors. See my blog posts here and here and others cited in them, as well as Ann's post here.
In the floor debate on S.B. 313 last Thursday in the Delaware State House of Representatives, a proponent of the legislation stated that fiduciary duties always trump contracts. That statement deserves some inspection in a number of respects. I offer a few simple reflections here from one, limited perspective.
The historical centrality of corporate director fiduciary duties (which were the fiduciary duties referenced on the House floor) is undeniable. Those who have taken business associations or an advanced business course with me over the years know well that I emphasize in board decision making that the directors’ actions must be both lawful and consistent with their fiduciary duties in order to…
The Corporate Transparency Act is among the most talked about business law topics in the bar communities I frequent. Basic information and guidance can be found in many places, but nuanced treatments are more rare. I offer one of those rare ones up for your review and consideration today.
Entitled The Corporate Transparency Act Is Happening To You and Your Clients: Dealing with the Tsunami, the analysis and guidance comes from Stoll Keenon Ogden PLLC. More specifically, one of the two co-authors is friend-of-the-BLPB Tom Rutledge. His work never disappoints. I urge you to check it out–all 58 pages of it! There is even a short resource list at the end with links to some of the key public guidance. I am grateful for Tom and his colleague, Allison, for putting this together.
