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A former law student of mine who practices in Delaware just alerted me to this Delaware Online article. 

The article describes the proposed bill as follows:

House Bill 371 would restrict the number of corporate shareholders who can petition the court for a stock appraisal to only those who own $1 million or more of a company’s stock or 1 percent of the outstanding shares, depending on which is less. Currently, any shareholder can ask the court to appraise their shares. Those motions are typically filed when a company is the target of an all-cash acquisition and the shareholder wants to ensure the buyer is paying a fair price for the stock. (emphasis added)

Corporate governance expert Charles Elson is quoted as saying:

. . . he understands the argument on both sides. “Anytime you attempt to restrict the rights of a smaller shareholder, it is going to be controversial whether or not the approach is warranted”

The article cites co-authored work by my Nashville neighbor, Randall Thomas (Vanderbilt Law):

A study published earlier this month by four noted corporate law professors, including Wei Jang of Columbia Business School and Randall S. Thomas of Vanderbilt Law School, found that hedge funds have

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Some time ago, I wrote the post Better Teaching Idea: Try to Notice When the Wind Is at Your Back. That post emerged from some observations while running, and today’s post has the same origin.

This month I have been trying to up my miles again for no particular reason. I don’t run for races. I run to run. And to feel like I am at least doing something to stay in some semblance of good shape (it’s not really working).  I now run 4 miles most days. Maybe a little more or less, but that’s the norm this month.  The past two days, I ran from my house, which is at the top of a hill. It is more of a mountain when I am running up it. (I promise, I am getting somewhere with this.)  

I often go down to the rail trail along the river, which is a mostly flat, pretty place to run.  The last two days, I have been running from my house. This means that if I want to get any distance in, I need to go down the mountain.  And, of course, it means I need to get back to the top.  Now, I…

[Please keep in mind as you read this post that my daughter is a Starbucks partner.  Any pro-Starbucks bias in this post is unintended.  But you should factor in my affiliation accordingly.]

Maybe it’s just me, but the publicity around the recent suit against Starbucks for putting too much ice in their iced beverages made me think of Goldilocks and her reactions to that porridge, those chairs, and those beds.  First it was McDonald’s, where the coffee was too hot.  Now it’s Starbucks, where the coffee is too cold–or, more truthfully, is too watered down from frozen water . . . .  (And apparently I missed a Starbucks suit earlier this year on under-filing lattes . . . .)  

Different types of tort suits, I know.  I always felt bad about the injury to the woman in the McDonald’s case, although the fault issue was truly questionable.  The recent Starbucks case just seems wrong in so many ways, however.  This is a consumer dispute that is best addressed by other means.  I admit to believing this most recent suit is actually an abuse of our court system.

How might a customer who is truly concerned about a substandard beverage attempt to remedy the wrong?

This is not a pipe dream!  I honestly believe that in the fall of 2017, this will be a reality for me.  (I typically teach Business Associations in the fall semester to a large number of students who understand “cases,” not “deals.”)

The reason for my good spirits and honest belief in the positive change in my students?  Our new 1L curriculum, which is rolling out this fall.  No doubt, we will find some changes that need to be made as we implement our relatively bold plan.  But I am truly excited that the new first-year curriculum exposes every student to a transactional experience in the first year of law school.  

There are many reasons for implementing this kind of change, of course.  Among other things, this new approach to the first year at UT Law responds to suggestions that we got from our students and represents an effort to better connect the 1L year to our upper division curriculum (on which we have spent a lot of time over the years).  The new 1L transactional offering is part of a larger plan constructed by a College of Law committee, chaired by my colleague (and e-discovery queen) Paula Schaefer, that spent several years looking…

Some of our December graduates haven just taken the Florida bar exam. As always, I asked them about the business associations questions. Florida drastically changed its LLC rules in 2014, but still hasn’t asked any questions about LLCs, focusing instead on partnerships and corporations (at least according to the students). From a review of the released questions, the bar didn’t ask about LLCs before the amendments either.

I teach BA again next year and I’m struggling with what to emphasize. Business Associations is not required in many Florida law schools, but it is at St. Thomas, and many students enter the class with trepidation. Most will only take the one required course and won’t go on to advanced classes in securities regulation, corporate taxation, or other drafting courses. I try to focus the required BA class on skills that graduates will need in the workplace in addition to preparing them for the bar by using released test questions. Now I wonder how to balance the tension between the rise of LLCs and the many changes in laws related to securities regulation with the bar’s continued focus on partnerships and traditional corporations.

Yesterday the Obama administration added Miami to the list…

It has been a crazy busy couple of weeks, and one thing I rely on the keep sane (or sane-ish) is music. This morning I was listening to the most recent Public Enemy album, Man Plans God Laughs, which includes a song called “Corplantationopoly.”  (The album is solid, and while it will never top Nation of Millions or Fear of a Black Planet, Chuck D is still powerful to hear.)  This got me to thinking about songs that reference business as part of their lyrics and/or theme.

With the availability of the internet, of course several such lists have already been compiled. Here is a sampling:

  1. 30 Best Songs About Business and Money
  2. Songs About Money, Business, Finance and Economics
  3. Top 10 Business Songs of All Time | Veritas Prep
  4. The Top 25 Entrepreneur Theme Songs | Addicted 2 Success
  5. 10 Famous Rap Songs About Money
I didn’t go to those, though.  Following is my quick list of my five best business songs.  “Best” in this context is the songs that came to mind that talked about business or money.  No voting. No quality assurance.  Pure memory and impulse.  So here you go, my five “best.”  I welcome thoughts and other suggestions

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Even though I have never participated in a single Yoga class, I enjoyed my co-editor Joan Heminway’s Yoga Analogy Post from a couple weeks ago. Her post inspired this analogy post about running and the law.

While I am not the most consistent runner among the BLPB editors—that title goes to Josh Fershee—I have been running 3+ times a week consistently for the last 6 months or so, following a few very inconsistent years.

Below the break, I discuss some parallels between running (particular long-distance running) and the practice of law. Due to these parallels, as a hiring partner, I believe I would look favorably on an applicant who was a distance runner.

Also about distance running, is anyone else really excited about watching the Olympic Trials for the Marathon on NBC tomorrow? Not a great spectator sport, to be sure, but I love that so many people with normal jobs are running. Nashville-area elementary school teacher Scott Wietecha qualified for the Trials (though he has chosen not to run, due, at least in part, the some health issues). Scott has details and predictions here; after reading his long post, I can quickly see that he is even much more excited about watching the race than I am. 

For the past four weeks I have been experimenting with a new class called Transnational Business and Human Rights. My students include law students, graduate students, journalists, and accountants. Only half have taken a business class and the other half have never taken a human rights class. This is a challenge, albeit, a fun one. During our first week, we discussed CSR, starting off with Milton Friedman. We then used a business school case study from Copenhagen and the students acted as the public relations executive for a Danish company that learned that its medical product was being used in the death penalty cocktail in the United States. This required students to consider the company’s corporate responsibility profile and commitments and provide advice to the CEO based on a number of factors that many hadn’t considered- the role of investors, consumer reactions, the pressure from NGOs, and the potential effect on the stock price for the Danish company based on its decisions. During the first three weeks the students have focused on the corporate perspective learning the language of the supply chain and enterprise risk management world.

This week they are playing the role of the state and critiquing and…

A number of months back, the Business Law Prof Blog hosted a series of five posts by Marcos Antonio Mendoza (here, here, here, here, and here) that were quite popular.  He wrote about (among other things) the need to educate students for the evolving roles in which they may serve as corporate counsel.  His recent article on corporate counsel.com offers much food for thought along those lines and serves as a good reminder, as we head into a new semester, of what our students may need long-term in the workplace.  In both this article and his earlier BLPB posts, Marcos is reacting to an academic research paper, “Finding the Right Corporate Legal Strategy” (available to subscribers or for purchase), published last year in the MIT Sloan Management Review by Professor Robert C. Bird of the University of Connecticut School of Business and Professor David Orozco from the Florida State University College of Business.

Although you all should read Marcos’s Corporate Counsel article (and his posts) for yourselves, I will offer a few quotes from the article and related law school instruction take-aways here.  These largely repeat and reframe Marcos’s own observations in his BLPB posts.

  • “[T]he

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I’m knee deep in grading my business associations exams and so far, I’m pretty pleased. Maybe it’s my in-house background, but I spend a lot of time with my students getting them to focus on providing strategic advice to their fictional clients because that’s what my former clients demanded. My operations and executive colleagues complained that lawyers didn’t understand business or their pressure points and offered legal advice without thinking of the big picture or strategic considerations. With that in mind, my students work in law firms and do a variety of exercises from Michelle Harner’s skills book. When they answer questions in class based on cases or drafting exercises, I force them to think like a client rather than just the lawyer. I drill into them the importance of speaking to their clients in plain English, and I tell them if they can’t break the concepts down in their own words, then they don’t really understand them. Their final exam required them to advise a number of different clients based on the same fact pattern, and I am enjoying reading the different strategies that my 69 students devised based upon the same set of facts.

I get a…