Teaching

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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.

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…

The recording of the March 6 program on “Law Students Learning to Lead through Non-Profit Board Service” (which I earlier wrote about here) can be found here. The webinar was offered by the Section on Leadership of the Association of American Law Schools. I was able to attend and ask a bunch of questions. Many of the the tips for those engaging in experiential business law teaching could be valuable to you (as they were for me). So, I am recommending the recording here. The entire event was an hour in length, in case that is valuable information for you in considering whether to watch or listen to the program.

Fellow Commissioners Peirce, Crenshaw, and Uyeda offered kind words in a statement issued earlier today on Gary Gensler’s last day on the Securities and Exchange Commission (SEC). In the statement, Chair Gensler was praised for being “committed to bipartisan engagement and a respectful exchange of ideas.” The statement ended with a lovely personal testament of gratitude.

Thank you, Chair, for your leadership, your zealous advocacy on behalf of our agency and investors, and your friendship. We are proud to have served this great agency alongside you. Your extensive public service over the past thirty years cautions against saying goodbye; instead, we will say – so long for now.

Chair Gensler also released a video on YouTube relating to his departure from the SEC, which you can find here. It is a useful, quick retrospective. At just a bit more than six minutes in length, it covers a bunch. I offered it up to the students in my Securities Regulation course as something they might want to watch. Among other things, he highlights the core policy underpinnings of federal securities regulation as the video progresses.

As the new SEC takes shape, I am sure we all will have more to…

Following on some email communications regarding my post last week relating to optimal statutory resources for a business associations course, Itai Fiegenbaum and I have decided to organize a discussion group at the 2025 Southeastern Association of Law Schools (SEALS) conference (to be held at the Omni Resort in Amelia Island, Florida, July 26-Aug. 2) on teaching practices in the basic business associations course. In addition to addressing the need for and type of statutory resources used in teaching the course, we would expect the discussion group to cover, e.g., teaching and learning objectives, the aggregate number of credit hours devoted to the basics of business associations law, the statutes taught, the overall range of topics covered, assessment methods, and teaching methodologies and tools. Please email me at jheminwa@tennessee.edu to let me know if you are interested in joining us at Amelia Island next summer for this discussion group.

As I prepare to teach Business Associations in the spring after taking a few semesters off from that task, I am rooting around for the best statutory resource book for my students. I am still inclined to assign a book for variety of reasons, despite the additional cost for students. (But feel free to offer arguments in the comments to the contrary.)

I had been successfully using the Corporations and Other Business Associations: Selected Statutes, Rules, and Forms book edited by Chuck O’Kelley, Bob Thompson, and (recently added) Dorothy Lund since 2000. But a few years ago, the editors made the decision to substitute the Delaware Revised Uniform Limited Partnership Act for the Revised Uniform Limited Partnership Act (RULPA). RULPA is the law in Tennessee, and it conforms to the structure of the other uniform acts I teach (Revised Uniform Partnership Act and the Revised Uniform Limited Liability Company Act). Because most of my students will practice in Tennessee and sinceI spend little time on limited partnership law, RULPA is a better choice for me in my teaching. (But again, feel free to push back on that choice on my part.)

So, what do you do? Do you used a…

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…

Today, we’ve got a guest post from David Lourie at the University of Detroit Mercy School of Law. He will present the teaching exercise below at the Transactional Law and Skills Pedagogy Panel at AALS this year. Some of the other presenters may also post write ups of their teaching exercises as well. I’ll aim to link them all to each other as this goes on so readers can find interesting teaching exercises. — BPE

On the first day of my Transactional Skills course, I have students engage in an active, experiential exercise where they apply diverse aspects of transactional skills to a relatable problem.   Later in the semester, when students have greatly enhanced their technical expertise, I assign students a related, out-of-class, multi-part exercise where they are graded.  In both exercises, students have three main tasks: thinking strategically, negotiating, and drafting. 

In the first exercise, I use a problem from Sepinuck’s Transactional Skills textbook as a starting point, but I greatly expand what the students must do so that I can preview the entire course and showcase the broad skills the students will utilize as transactional lawyers.  First, I divide the students into groups of four.  I then provide…

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…