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Out with the old; in with the new.

It’s almost time for a new academic year to start. Like spring, it can be a time of renewal. That is certainly true for me this year.

With my new position as director of our business law program at Tennessee Winston Law, I got a new office. My office move has provided me with many opportunities for reflection. They have been bittersweet.

The pictures above are of the office I inhabited on and off for over 15 years, taken just after I finished moving my last things out. Most of my colleagues thought I would never leave this place. Truthfully, I didn’t ever really got a chance to properly move in originally. (Due to some poor planning and last-minute shenanigans, my assistant was forced to move my books and boxes into the office while I was at the Association of American Law Schools annual meeting one year.) The mess that my office became just rolled on from there . . . .

Some of what I found in the move has been quite amusing. I marveled at all the hard copies of bar reference letters, tenure letters, etc. that I had in…

Business lawyers understand that corporate directors and officers owe fiduciary duties to the firm. These duties include responsibilities to provide oversight, which are colloquially known under Delaware law (and beyond) as Caremark duties, based on a flagship Delaware Supreme Court opinion, In re Caremark Int’l Inc. Derivative Litig., 698 A.2d 959 (Del. Ch. 1996). Although historically understood by many (yours truly included) as either a separate fiduciary duty of good faith or a component of the fiduciary duty of care, oversight obligations under Delaware law currently are classified as a component of the fiduciary duty of loyalty. According to the Delaware Supreme Court, “because a showing of bad faith conduct … is essential to establish director oversight liability, the fiduciary duty violated by that conduct is the duty of loyalty.” Stone ex rel. AmSouth Bancorporation v. Ritter, 911 A.2d 362, 370 (Del. 2006).  

Successful Caremark claims are difficult to plead and prove, given the relatively high burden of showing bad faith conduct. Historically, almost all claims alleging a breach of Caremark duties in Delaware courts have been dismissed before trial for failure to state a claim. Recently, a case involving Meta Platforms, Inc. directors and officers, including Mark…

Friend of the BLPB Geeta Kohli (formerly Tewari) at Widener Law Delaware recently launched a newsletter on Substack called Defining Money that may be of interest to business law profs and their students (as well as others). She circulated a message about the newsletter through the AALS Section on Business Associations listserv earlier this week–very timely as we all start to prepare for fall classes. I have checked the newsletter out. Geeta covers a bunch of great topics (some traditional in the business law space and some nontraditional but truly helpful–including for family businesses and the divorce and trust/estate law areas that intersect with family business practice) informed by her business law background and personal experience. Here is what she personally noted in the listserv message.

I’ve recently launched a newsletter called Defining Money, where each week I break down a finance or business law term and pair it with a short story or example-designed especially for those of us who may have experienced financial issues or abuse. After the semester starts, I’ll be focusing more on contract and business related terms.

This project grew out of my desire to make financial concepts more accessible, particularly for students navigating…

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…