Entrepreneurship

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Earlier this week, The University of Tennessee Frank Winston College of Law (yes, a new name, with a great story behind it!) announced my appointment as the incoming director of the Clayton Center for Entrepreneurial Law. You can find the full story here. I posted the news on social media earlier in the week. Thanks to those of you who commented and contacted me in response to those posts.

As I said there and have told many of you, I am truly excited to take on this new role for the academic program in which I have worked for 25 years–the program that brought me to Tennessee and the College of Law in 2000 after nearly 15 years of practice up in Boston, Massachusetts. I assume the directorship on August 1. I am grateful to the center’s interim director, Brian Krumm, who has ably managed the center since the 2024 retirement of longtime director George Kuney.

The Clayton Center is rooted in entrepreneurship, being the namesake of James L. Clayton, a 1964 graduate of the Winston College of Law who is the founder of Knoxville-based Clayton Homes, Inc., now a subsidiary of Berkshire Hathaway Inc.

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…

We are excited to welcome our colleague Erik Gerding, the Director of the U.S. Securities and Exchange Commission Division of Corporation Finance, together with members of his staff, to The University of Tennessee College of Law a week from today. Information about the visit is included below.  If you are in the neighborhood, stop by!

SECFlyer

Suffolk University Law School’s nationally ranked Clinical Programs, expects to conduct a search for a tenured or tenure-track Clinical Professor to lead our Intellectual Property and Entrepreneurship Clinic (IPEC), to begin in the 2024-25 school year. IPEC is a full-year in-house clinic, one of Suffolk’s 12 in-house clinics, and an important part of Suffolk Law’s outstanding Clinical Programs. Suffolk’s Clinical Programs have been ranked among the top 20 such programs in U.S. News & World Report for more than a decade. Our Clinical Professors have full tenure and are wholly integrated into our faculty, including having equity in terms of faculty rights, perquisites, and responsibilities. IPEC is also integrated into Suffolk’s recently launched Intellectual Property Center and its Intellectual Property Concentration, which includes a number of highly regarded faculty. Suffolk Law’s intellectual property program is regularly ranked among the nation’s best and was most recently ranked number 31 in the country.

We seek candidates with a commitment to excellence in teaching, scholarship, and service. Candidates must have at least five years of relevant experience in one or more areas

…

The University of Tennessee College of Law's business law journal, Transactions: The Tennessee Journal of Business Law, recently published my essay, "The Fiduciary-ness of Business Associations."  You can find the essay here.  This essay–or parts of it, anyway–has been rattling around in my brain for a bit.   It is nice on a project like this to be able to get the words out on a page and release all that tension building up inside as you fashion your approach.

The abstract for the essay is included below. 

This essay offers a window and perspective on recent fiduciary-related legislative developments in business entity law and identifies and reflects in limited part on related professional responsibility questions impacting lawyers advising business entities and their equity owners. In addition—and perhaps more pointedly—the essay offers commentary on legal change and the legislative process for state law business associations amendments in and outside the realm of fiduciary duties. To accomplish these purposes, the essay first provides a short description of the position of fiduciary duties in U.S. statutory business entity law and offers a brief account of 21st century business entity legislation that weakens the historically central role of fiduciary duties in unincorporated…

If you happen to be traveling in the region of Knoxville, Tennessee on Thursday or Friday, feel free to stop by and catch all or part of this year's National Business Law Scholars Conference, hosted by the Clayton Center for Entrepreneurial Law at The University of Tennessee College of Law.  The final schedule will be posted on the conference website within the next day, but I can tell you now that we start at 8:15 am for breakfast on Thursday (9:15 am for the program) and run through a 5:30 pm reception, and we start at at 8:00 am for breakfast on Friday (8:45 am for the program) and run until 3:30 pm. We have, as usual, a number of engaging plenary programs, but the conference mostly consists of scholarly paper panels.  As always, the schedule has been produced by the incomparable Eric Chaffee (who is moving to Case Western Law this summer).  He is amazing.

The morning plenaries (which start the conference proceedings each day) focus on entrepreneurship, a topic of focus for and strength of The University of Tennessee, Knoxville, and The University of Tennessee College of Law, working through our Transactional Law Clinic.  Thursday's…

A great joy in my law practice over the years has been to work on a pro bono basis with creative and social enterprises.  For the 2021 Business Law Prof Blog symposium, Connecting the Threads, I offered some wisdom from my work with creatives in legally organizing and funding their projects.  I wrote briefly about that presentation here.

I recently posted the article that I presented back then, Choice of Entity: The Fiscal Sponsorship Alternative to Nonprofit Incorporation, 23 Transactions: Tenn. J. Bus. L. 526 (2022), on SSRN.  The associated abstract follows.

For many small business ventures that qualify for federal income tax treatment under Section 501(a) of the U.S. Internal Revenue Code of 1986, as amended, the time and expense of organizing, qualifying, managing, and maintaining a tax-exempt nonprofit corporation under state law may be daunting (or even prohibitive). Moreover, the formal legal structures imposed by business entity law may not be needed or wanted by the founders or promoters of the venture. Yet, there may be distinct advantages to entity formation and federal tax qualification that are not available (or not as easily available) to unincorporated not-for-profit business projects. These advantages may include, for example, exculpation…

This just in from Mary Fan at the University of Washington School of Law:

The University of Washington School of Law invites applications for a visiting lecturer to teach courses in business law and entrepreneurship.  The University of Washington is a major research university in the dynamic hub of Seattle with numerous connections to innovative business and entrepreneurial activity.  Courses that the lecturer may teach include Business Organizations, Entrepreneurial Law, Law and Technology, Intellectual Property Survey, and Nonprofit Organizations. The successful candidate will have a track record of teaching and practical experience in these areas.  Please apply soon because applications are reviewed on a rolling basis.

More information and the application upload site is here:

https://apply.interfolio.com/122716.

Thanks to Mary for sharing this opportunity.

The University of Michigan Law School is seeking a clinical teaching fellow in its Zell Entrepreneurship Clinic (ZEC). Law students in the ZEC provide transactional legal services to early-stage startups and play a significant role in the entrepreneurial ecosystem of Ann Arbor. Typical matters include business entity formation, intellectual property, contract drafting, and other common early-stage legal issues. This is a two-year appointment with the possibility of extension for a third year, beginning in the summer of 2023.

You can find more info about the clinic here: www.law.umich.edu/clinical/ec, and the job posting here: careers.umich.edu/job_detail/231796/…

Position Summary

The College of Business Administration at Central Michigan University invites applications for one or more entrepreneurship faculty members to begin service at the rank of assistant professor, associate professor, or full professor on August 21, 2023.

CMU anticipates the successful applicant will take a leadership role in the department. This could include serving as the Department Chairperson, serving as the Director of the Master in Entrepreneurial Ventures (MEV) program, or service in another administrative capacity. A reduced teaching load is available for successful applicants serving in one of these roles.

Tenure-track faculty are generally expected to teach three courses per semester, maintain an active research agenda, and actively participate in service activities. Courses may be face-to-face or online and at the undergraduate or graduate level. Faculty may also: advise students; engage in assessment of learning activities; help develop and promote CMU’s entrepreneurship offerings; support CMU’s New Venture Competition (NVC) and other extra-curricular initiatives; and strengthen partnerships on and off campus.  Candidates must have the ability to perform the essential functions of the job with or without reasonable accommodations.

Required Qualifications

Candidates must have a terminal degree: (i) a Ph.D. or D.B.A in entrepreneurship or a related business field…