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And so, we reach the end of another calendar year . . . .  And it has been a busy one for the Clayton Center for Entrepreneurial Law at Tennessee Winston Law.  The change in the calendar, like the change in seasons, always seems to be a time of reflection for me.  And that reflection typically leads to a sense of gratitude.  I will share some of what I am thankful for here.

I appreciate so much the wonderful stewardship of Brian Krumm, who directed the Clayton Center for the first seven months of 2025.  We are a student-focused institution, and Brian exemplifies that in all that he does for our business law program.  And as the ongoing coach of our students in four upcoming transactional law competitions (The Closer at Baylor Law, the Wayne State University Law & Taft Stettinius & Hollister Transactional Law Competition, Syracuse Law’s Transatlantic Negotiation Competition, and the William & Mary Colonial Cup), Brian will continue to earn my respect and gratitude as the academic year continues, for that work and so much more.

I am grateful for our newest business law colleague, Andrew Appleby.  In a semester of professional and personal…

Tina L. Stark Emory Law, October 2007

Transactional lawyering and the education of transactional lawyers has been transformed by Tina L. Stark (Weisenfeld). You may have known her for her wonderful books–Drafting Contracts: How & Why Lawyers Do What They Do and Negotiating and Drafting Contract Boilerplate are on my bookshelves and those of so many others. You may have heard her speak at a conference or symposium.

Yet, many of us also knew Tina on a more personal level. Some of us had her as an instructor or as a colleague. Long a consultant and advisor to law schools, bar associations, and legal employers on transactional legal education and training, Tina also held full-time administrative and teaching appointments at Emory University School of Law and Boston University School of Law and was a visitor at Fordham University School of Law. Earlier in her career, she was an adjunct law professor at Fordham Law and the Maurice A. Deane School of Law at Hofstra University.

Tina passed away earlier this week. But her presence will continue to be felt in so many ways. She and I initially bonded over our not only our love of teaching plainly…

As the erstwhile “Monday blogger” for the BLPB, I have written Labor Day posts over the years on a variety of Labor Day topics–from the history surrounding the holiday, to the labor of law teaching. Last year, I wrote about gratitude on Labor Day. This year, I carry that gratitude theme forward in a specific context: appreciation for lawyers and for being a lawyer.

I know that the holiday is not generally seen as a moment in the calendar year in which we step back to honor service professionals. As I have noted in prior Labor Day posts, the workers intended to be honored are those who made our country prosperous in and around the time of the Industrial Revolution–working long, hard hours for low pay. The Department of Labor’s website offers a summary description.

Labor Day is an annual celebration of the social and economic achievements of American workers. The holiday is rooted in the late nineteenth century, when labor activists pushed for a federal holiday to recognize the many contributions workers have made to America’s strength, prosperity, and well-being.

I mean no disrespect to that original intention by focusing on lawyers here. I continue to believe that…

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.

Friends keep sending me contracts they created with ChatGPT or Claude.

They read well. The formatting is clean.

But essential clauses are often missing—or the terms don’t reflect the actual business deal.

Sometimes I revise heavily. Sometimes I start over.

This post isn’t about whether AI is capable.

It’s about whether the person prompting knows how contracts actually work in business.

A contract isn’t a CYA document like my friends think. It reflects how the parties have chosen to allocate risk, reflect their priorities, and protect relationships and business interests.

AI can assist with drafting. I use it. I teach it. But without commercial judgment, even the best prompt won’t protect the business.

We’re need to train future lawyers and all workers not to rely on AI but to partner with it.

At University of Miami School of Law, we’re preparing students to step into the real world—with both digital and business acumen.

In our Transactional Skills Program, students don’t learn theory.

They negotiate, redline, bill, meet with simulated clients, and use AI responsibly. They also work with real-world agreements—documents they’ll see in practice:

✅ NDAs, employment, and contractor agreements

✅ SaaS, MSAs, and licensing deals

✅ Escrow, loan…

This year’s symposium, titled Navigating the Relationship Between the Administrative State and Emerging Technology, will focus on the evolving regulatory frameworks around emerging technologies like digital assets and artificial intelligence (AI). These technologies are rapidly transforming the way individuals and businesses engage in commerce, interact socially, and innovate. These advancements, however, raise profound questions about the applicability of existing regulatory structures. The symposium will bring together leading experts to discuss how the administrative state can balance the protection of innovation with the mitigation of risks associated with these technologies, while ensuring that laws evolve to meet the challenges of the future.

We are thrilled to welcome Michele Korver, Head of Regulatory & Operating Partner at a16z crypto, to deliver the opening keynote. Michele’s wealth of experience in both the public and private sectors will provide invaluable insights into the state of digital asset regulation. The event will conclude with a thought-provoking closing address, offering reflections on the key discussions of the day.

Welcome and Opening Remarks (1:15 PM – 1:25 PM)

The symposium will begin with brief welcoming remarks, setting the stage for an afternoon of in-depth discussions and exploring the complexities surrounding the intersection of technology, law, and…

We are here today because we are tired. We are tired of paying more for less. We are tired of living in rat-infested slums… We are tired of having to pay a median rent of $97 a month in Lawndale for four rooms while whites living in South Deering pay $73 a month for five rooms. Now is the time to make real the promises of democracy. Now is the time to open the doors of opportunity to all of God’s children . . . .

Dr. Martin Luther King, Jr, Chicago Soldier Field Stadium, Chicago Open Housing Movement, 1966

Each year, as the Monday-focused blogger for the Business Law Prof Blog, I endeavor to offer a post that connects with Dr. King’s work in some way. Today, which also is the day on which the United States inaugurates a new presidential administration, I focus on the role of federal regulation in creating and sustaining racial separation and racism. In 2020, The University of Tennessee College of Law produced a faculty video series labeled “How Did We Get Here.” The series focused on areas in which law or policy has contributed to systemic racism.

The video in the series I…

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 all legitimate…

One of the best ways for students to feel like “real lawyers” is for them to negotiate and draft contracts. The University of Miami will be announcing an inaugural invitational in the coming weeks so if you want to be in sunny Florida in early February, stay tuned. That competition will not require knowledge of M&A.

If M&A is your happy place, here’s a fantastic opportunity from the American Bar Association. 

MAC CUP II- ABA M&A Committee Invitational

Fall 2024 – January 2025

Application and Preliminary Instructions

The M&A Committee of the American Bar Association’s Business Law Section is seeking applications from JD students enrolled in ABA-approved law schools in the US and Canada to participate in its annual ABA M&A Committee Invitational (the “MAC Cup”).

Get your sunscreen and sunglasses ready — the “Final Four” teams will win an expense-paid trip to Laguna Beach, California, to compete for the championship at the ABA M&A Committee’s annual meeting on January 30 – 31, 2025.

Students should apply, and will participate, in teams of two. Qualifying rounds will be held during Fall 2024, with final rounds in January 2025. Additional information is attached below. Materials from last year’s MAC Cup, and…