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

The University of Arkansas School of Law seeks to fill a tenure-track clinical position starting in the 2023-2024 academic year with a focus on economic development, transactions, business, or entrepreneurship. Lateral applicants are encouraged to apply. Clinical professors are expected to teach 6 to 8 students during the fall and spring semesters.

A candidate must have a J.D. degree from an ABA accredited law school and a commitment to teaching in an environment dedicated to excellence in teaching and mentoring of students. The ideal candidate will have at least three (3) years of practice experience in the clinic subject. At least one (1) year of clinical teaching experience is strongly preferred. Must be a licensed attorney and be eligible to become a member of the Arkansas Bar.

We look for innovative faculty with a preference for both practice and teaching experience. Applicants must demonstrate a commitment to service to legal education and to the wider community as well as a desire to engage in the intellectual life of the University. The University of Arkansas School of Law is dedicated to the aims of diversity and strongly encourages applications from women and minorities.

The University of Arkansas-Fayetteville, located in the northwest

On Friday, I have the honor and pleasure of presenting a continuing legal education session for the Tennessee Bar Association with Dean Matt Lyon from the LMU Duncan School of Law.  Our topic?  Partner freeze-outs–situations in which a co-venturer in a business recognized as a partnership is excluded from the business by their fellow co-venturers.  This exclusion often occurs through or involves the formation of a limited liability entity, typically a corporation or limited liability company, to conduct the operations of the business going forward.  That new business entity does not include one of the initial co-venturers.  We have titled our session “No Partner Left Behind:Organizing a Limited Liability Entity for a Pre-existing Business Venture.”

I truly enjoy the judicial opinions in this area.  You probably know some of them.  Holmes v. Lerner may be one of the better known cases in this space.  But there are others.  Some of the claims in these cases, like the claims in Holmes v. Lerner, stem from co-venturers involved in a de facto partnership–a venture recognized under statutory law as a partnership for which there is no express written acknowledgment of partnership.  Entrepreneurs beware!

The partnership freeze-out genre of judicial opinions is

This just in from friend-of-the-BLPB Sam Thompson at Penn State Law.  Sam hopes we will bring this program to the attention of those “who might be interested in learning more about this very important topic,” including law school administrators, faculty, and students.  I know I plan to make others aware.

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Dear Colleagues: This semester I am teaching a course dealing with issues in Minority Business Development, a subject I took as a student literally 50 years ago in my third year at the University of Pennsylvania Law School.  Because of the importance of this topic, Penn State Law has permitted me to make the course open to anyone who is interested in this very important topic, and recordings of all of the sessions of the course are available on the Penn State Law website here.

The course is divided into the following three segments:

Part I, Introduction and in-Depth Analysis of the Minority-White Gap in Business Ownership,

Part II, The Lawyer’s Essential Tools in Representing a Minority-Owned Small Business, and

Part III, The Big Ideas for Addressing the Minority-White Gap in Business Ownership

Part I was covered over five sessions and ended with a discussion with Professor

In 2008, my university (Belmont University) was supposedly the first to offer a social entrepreneurship major. Since then, not only have the schools offering majors in social entrepreneurships grown, but many schools have created centers, institutes, or programs dedicated to the area. Below I try to gather these social enterprise centers in universities. The vast majority are in business schools, some are collaborative across campus, and a few are located in other schools such as law, social work, or design. A few have a specifically religious take on business and social good. Happy to update this list with any centers I missed. 

Lewis Institute at Babson https://www.babson.edu/academics/centers-and-institutes/the-lewis-institute/about/# 

Christian Collective for Social Innovation at Baylor https://www.baylor.edu/externalaffairs/compassion/index.php?id=976437

Center for Social Innovation at Boston College https://www.bc.edu/content/bc-web/schools/ssw/sites/center-for-social-innovation/about/

Watt Family Innovation Center at Clemson https://www.clemson.edu/centers-institutes/watt/

Center for the Integration of Faith and Work at Dayton https://udayton.edu/business/experiential_learning/centers/cifw/index.php

CASE i3 at Duke https://sites.duke.edu/casei3/

Social Innovation Collaboratory at Fordham https://www.fordham.edu/info/23746/social_innovation_collaboratory

Social Enterprise & Nonprofit Clinic at Georgetown  https://www.law.georgetown.edu/experiential-learning/clinics/social-enterprise-and-nonprofit-clinic/

and Beeck Center for Social Impact and Innovation at Georgetown https://beeckcenter.georgetown.edu

Global Social Entrepreneurship Institute at Indiana https://kelley.iu.edu/faculty-research/centers-institutes/international-business/programs-initiatives/global-social-entrepreneurship-institute/

Business + Impact at Michigan https://businessimpact.umich.edu

Social Enterprise Institute at Northeastern https://www.northeastern.edu/sei/

Center for Ethics and Religious

My friend and colleague Prof. Victoria Haneman has shared her paperMenstrual Capitalism, Period Poverty, and the Role of the B Corporation.  Here is the abstract: 

A menstruation industrial complex has arisen to profit from the monthly clean-up of uterine waste, and it is interesting to consider the way in which period poverty and menstrual capitalism are opposite sides of the same coin. Given that the average woman will dispose of 200 to 300 pounds of “pads, plugs and applicators” in her lifetime and menstruate for an average of thirty-eight years, this is a marketplace with substantial profit to be reaped even from the marginalized poor. As consciousness of issues such as period poverty and structural gender inequality increases, menstrual marketing has evolved and gradually started to “go woke” through messaging that may or may not be genuine. Companies are profit-seeking and the woke-washing of advertising, or messaging designed to appeal to progressively-oriented sentimentality, is a legitimate concern. Authenticity matters to those consumers who would like to distinguish genuine brand activism from appropriating marketing, but few objective approaches are available to assess authentic commitment.

This Essay considers the profit to be made in virtue signaling solely for the