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I had to be out-of-town (at an AALS/ABA sabbatical site review) when all of the key news about law firm settlements with the executive branch of the federal government started to become public. As a former Skadden lawyer, I watched with interest to see what my former firm would do. Now, we all know.

In those early days of reporting on the issue, I determined to change my class plan for one of the class sessions I had to miss that week to offer an out-of-class activity related to fiduciary duty law in the context of the law firm settlements. At the time, we were reading about and discussing the fiduciary duties of corporate directors and officers. Set forth below is the assignment I gave, in relevant part.

Yesterday, The New York Times published the attached article. [this one, on the Paul, Weiss settlement] Many of you may have read about the referenced brokered deal between the Paul, Weiss firm and the Trump administration. But did you consider the related firm decision making as a matter of business associations law? I want us to engage with that in lieu of today’s class, using our knowledge of partnership

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A friend alerted me to this recent Report and Recommendation in a case involving a request to audit books and records under the Employee Retirement Income Security Act of 1974, as amended (commonly known as ERISA). The Report and Recommendation relates to the inclusion of citations to nonexistent cases in court filings made by a solo practitioner, Rafael Ramirez. I find the court’s narrative, reasoning, and recommendation illuminating in a sobering sort of way. As many of us feel our way through how to best guide our students in using generative artificial intelligence in their legal work, the Report and Recommendation offers for for thought.

To start, I was surprised by the explanation offered by Mr. Ramirez in response to the court’s order to show cause why he should not be sanctioned for violating Federal Rule of Civil Procedure 11(b). In that regard, the court represented that

Mr. Ramirez admitted that he had relied on programs utilizing generative artificial intelligence (“AI”) to draft the briefs. Mr. Ramirez explained that he had used AI before to assist with legal matters, such as drafting agreements, and did not know that AI was capable of generating fictitious cases and citations.

Is it…

I managed to hold off for a few weeks–and then for the past 24-48 hours (or so)–in reporting back on the current state of the Corporate Transparency Act (CTA). But the U.S. Supreme Court has again spoken, and so it is time to do an update (since little more is likely to happen over the weekend). FinCEN, the U.S. Financial Crimes Enforcement Network, summarizes the current state of play, an update from my post earlier this month.

On January 23, 2025, the Supreme Court granted the government’s motion to stay a nationwide injunction issued by a federal judge in Texas (Texas Top Cop Shop, Inc. v. McHenry—formerly, Texas Top Cop Shop v. Garland). As a separate nationwide order issued by a different federal judge in Texas (Smith v. U.S. Department of the Treasury) still remains in place, reporting companies are not currently required to file beneficial ownership information with FinCEN despite the Supreme Court’s action in Texas Top Cop Shop. Reporting companies also are not subject to liability if they fail to file this information while the Smith order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.

And so it…

The announcement set forth below relating to this spring’s conference focusing on the theme of “Integrating Doctrine, Practice, and Pedagogy to Prepare the Business and Transactional Attorneys of the Future,” was distributed earlier today by The Center for Transactional Law and Practice at Emory Law.

Announcement
By now, we hope that you’ve all seen the Press Release announcing the historic 6 million dollar gift from Emory’s emeritus professor Bill Carney for the formation of the William and Jane Carney Center for Business and Transactional Law.We are thrilled to jointly present this Conference, which will celebrate three pillars of the new Carney Center: doctrine, practice, and pedagogy. We will welcome you as scholars, lawyers, and teachers engaged in preparing students to become business and transactional attorneys.

The Conference will be held at Emory, beginning at 1:00 p.m. on Friday, May 30, 2025, and ending at 3:45 p.m. on Saturday, May 31, 2025. Information about registration and accommodations is forthcoming.
Call for Proposals
We are accepting proposals immediately, from now through the end of March. You may present alone or with colleagues.  Please prepare to give a 60-minute, interactive presentation on any aspect of business and transactional law and skills education viewed
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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:

  • In July 2024, SHRM, the
    • …

    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 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…

    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:

    •  how to measure and prioritize ESG factors at different stages of a company's life cycle, according to a company's industry, and technology use.
    •  how ESG creates value in M&A  beyond risk mitigation and learn the impact of ESG on target selection, valuation, and integration.
    • board and management responsibilities in overseeing and managing ESG-related risks, particularly in light of Caremark duties and Marchand.

    Date & Time: Thursday, November 7 from 12:45 PM – 1:45 PM central time

    Other topics that speakers will discuss include:

    • Supply chains and European due diligence 
    • Global regulatory and legislative developments
    • Sustainable governance

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