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Every U.S. law school, or at least every law school I’m aware of, offers a securities regulation course. But those courses usually focus on the Securities Act of 1933 and the Securities Exchange Act of 1934. A typical securities regulation course covers the definition of security, materiality, the registration of securities offerings under the Securities Act, and liability issues under both the Securities Act and the Exchange Act. If the professor is ambitious, those courses may also cover the regulation of securities markets and broker-dealers.

Almost none of those basic securities regulation courses spends any significant time on the 1940 Acts—the Investment Company Act and the Investment Advisers Act. It’s not because those two statutes are unimportant. A good proportion of American investment is through mutual funds and other regulated investment companies, not to mention hedge funds which depend upon Investment Company Act exemptions. And the investment advisory business is booming. When I attend gatherings of securities lawyers, I’m always amazed at how many of the lawyers present are dealing with issues under the 1940 Acts.

The lack of coverage of the 1940 Acts in the basic securities law course would be acceptable if law schools offered separate, stand-alone courses…

Every semester, in an attempt to learn my students’ names and a bit about them, I ask my students to fill out a student information form with a few questions. This semester I added the question: “What do you think makes a professor effective?”

The vast majority of the responses fell into one of the four categories below (listed in order, from most to least responses):

  1. Real world experience/real world examples
  2. Fairness in grading 
  3. Clarity in teaching 
  4. Approachability and accessibility 

I am teaching over 100 total students (undergraduate and MBA) this semester, and nearly every student mentioned something that would fall into at least one of those four categories.

Perhaps these responses do not surprise readers, and they were not incredibly surprising to me. The ordering, however, was a bit surprising, and I am not sure I would have expected to see “approachability” in the responses as much as I did. In any event, the responses were helpful in confirming that my time “staying current,” meeting with local attorneys/business people, and consulting is well spent – at least in the eyes of my students. 

Is there anything in the students’ responses that is surprising to readers? Is there anything missing…

A few weeks ago, I described to you a really special extracurricular project undertaken by one of my students, Brandon Whiteley, now an alum, this past year.  The project?  Proposing and securing legislative passage of Invest Tennessee, a Tennessee state securities law exemption for intrastate offerings that incorporates key features of crowdfunding.  The legislation became effective on January 1.

In that first post, I described the project and Brandon’s observations on the legislative process.  This post highlights his description of the influences on the bill that became law.  Here they are, with a few slight edits (and hyperlink inserts) from me.

Over at The Conglomerate, Usha Rodrigues says, “Larry Ribstein was wrong.” Usha argues that she’s right to teach LLCs at the end of the course, and Larry was of the mind that LLCs should play a more prominent role in the business entities course.  

For my teaching, I’m with Larry on this, though I am also of the mind that Usha (and other teachers) may have different goals, so taking another tack is not wrong.  I’m pretty sure we’re all better teachers when we are true to ourselves and our thinking.  For me, anyway, I am, without a doubt, at my worst in the classroom (and probably out) when I try to mimic someone else. 

So here’s how Usha explains her thinking:

I don’t leave LLCs til the end of the semester because I think they’re unimportant.  It’s because the cases are so damn thin.  It’s still such a new form, I just don’t see much there there.  Most of them wind up being trial courts who read the statute in completely stupid ways.  Blech.

So I teach corporations and partnerships emphasizing fiduciary duty, default vs. mandatory rules, and the importance of the code.  In fact,

…

Happy New Year.

Starting Saturday morning (or maybe tomorrow night), I’ll be live tweeting from the Association of American Law Schools (AALS) conference. Because I teach both civil procedure and business associations, my tweets will largely relate to those sessions as well as sessions for new law professors.

Next Thursday I will summarize the high points of the conference, at least from my perspective. 

My twitter handle is @mlnarine and the AALS hashtag is #AALS2015. If you’re at the conference and a blog reader, please say hello.

This week I received the notice below from Professor Jason Gordon. Professor Gordon is a legal studies and management professor at Georgia Gwinnett College, School of Business. As explained below, he is offering copies of two entrepreneurship books that he thought might be useful to BLPB readers.  

Dear Colleagues,

I recently published two texts entitled Business Plans for Growth-Based Ventures and Understanding Business Entities for Entrepreneurs and Managers. These books are designed for use by clinical law professors and as a supplement in entrepreneurship courses. The second text concerns entity selection considerations, but includes entity funding and conversion considerations and specific considerations for startup ventures.

The texts also contain supplemental electronic material available for free at TheBusinessProfessor.com.

If any of you would like a free copy of either text in Amazon e-book format, please send me your email address at jgordon10 [at] ggc [dot] edu.

A preview of the Business Plans E-Book is available here.

A preview of the Business Entities E-Book is available here. 

Grades are in–a few hours late, but in nevertheless.  It must be almost time for New Year’s Eve, syllabus and first-assignment posting, the AALS conferenece, the first day of classes, . . .  and more job searching for our students!

I was reminded in an email from a student this morning that the hunt for summer and permanent law jobs is revving back up again after the holiday doldrums.  The student, a 1L mentee seeking summer employment, was asking a few questions about my cover letter post, to which I eaerlier had referred him.  I expect to start getting more of these communications from students about their job searches over the next few weeks.

Our brother bloggers over at the Law Skills Prof Blog have already struck while the iron is hot on this issue.  Specifically, Lou Sirico posted a quip on dressing for job interviews the other day.  The quoted advice?  “The interviewer should remember what you said and not what you were wearing.”  

Hmm.  Yeah.  I guess so.  Well, maybe not.

Certainly, that’s the advice I was given by NYU Law’s fabulous placement folks in “the day.”  Then, that meant wearing: a black, navy or midnight blue, or gray skirt suit; a neutral (white, ivory, gray, black) collared shirt or jewel-neck blouse; skin-tone hose; dark, solid-colored, medium-heeled pumps or really lovely flats; and either Barbara Bush pearls (the double strand) or a silk floppy bow tie (like an Hermes twilly, only not as fashion-forward).  Bo-ring.

I am proud (but call me lucky) to have gotten my job wearing (to the initial interview) a deep pink–almost fuchsia–silk-blend skirt suit (midi-length skirt, hip-length jacket), with a white collared blouse, neutral hose, black flats, and a patterned (pink, blue, etc.) floppy silk bow tie.  (This is where the folks in the UT Law Career Center lose faith that they are sending students to the right place when they refer them to me for career advice!)  I was confident and radiant in that suit (although I am not sure I realized that fully at the time), and I am convinced that made a big difference in the reception that I got from people when I wore it.  However, it’s true that I  was interviewed by a woman (a female senior associate in a multicolored silk dress with straight blond hair down to her derrière) and I was seeking employment at an entrepreneurial, individualistic firm–Skadden.  

Effective as of January 1. 2015, Tennessee will allow Tennessee corporations to engage in intrastate offerings of securities to Tennessee residents over the internet without registration.  The new law, adopted earlier this year, is the direct result of a law-student-led movement.  The key student leader was one of my students, and he kept me informed about the effort as it moved along.  (I was called upon for advice and commentary from time to time, but the bill is all their work.)

In my experience, this kind of effort–a student-initiated, non-credit, extracurricular engagement in business law reform–is almost unheard of.  I was intrigued by the enterprise and impressed by its success.  As a result, I asked the student leader, Brandon Whiteley, now an alumnus, to send me some of his perceptions about drafting and proposing the bill and getting it passed.  

This is the first in a series of three posts that feature Brandon’s observations on the legislative process, the key influences on the bill, and the importance of communication.  This post highlights his commentary on the legislative process (which I have edited minimally with his consent).  I think you’ll agree that his wisdom and humor both shine through in this first installment (as well as the others).  His organizational capabilities also are evident throughout.

In each of the classes I have taught I have offered extra credit for a reflection paper on how the media portrays the particular subject because most Americans, including law students, form their opinions about legal issues from television and the movies. Sometimes the media does a great job. I’m told by my friends who teach and practice criminal law that The Wire gets it right. Although I have never practiced criminal law, I assume that ABC’s How to Get Away With Murder, in which first-year students skip their other classes to both solve and commit murders, is probably less accurate. I do have some students who now watch CNBC because I show relevant clips in class. After a particularly heated on-air debate, one student called the network “the ESPN for business people.”

I’m looking for new fiction movies or TV shows to suggest to my students next semester. In addition to the standard business movies and documentaries, what makes your list of high-quality business-related shows? Friends, colleagues, and students have suggested the following traditional and nontraditional must-sees: 

1)   Game of Thrones (one student wrote about it in the partnership context)

2)   House of Cards (not purely business, but…

In many companies, executives and employees alike will give a blank stare if you discuss “human rights.”  They understand the terms “supply chain” and “labor” but don’t always make the leap to the potentially loaded term “human rights.” But business and human rights is all encompassing and leads to a number of uncomfortable questions for firms. When an extractive company wants to get to the coal, the minerals, or the oil, what rights do the indigenous peoples have to their land? If there is a human right to “water” or “food,” do Kellogg’s, Coca Cola, and General Mills have a special duty to protect the environment and safeguard the rights of women, children and human rights defenders? Oxfam’s Behind the Brands Campaign says yes, and provides a scorecard. How should companies operating in dangerous lands provide security for their property and personnel? Are they responsible if the host country’s security forces commit massacres while protecting their corporate property? What actions make companies complicit with state abuses and not merely bystanders? What about the digital domain and state surveillance? What rights should companies protect and how do they balance those with government requests for information?

The disconnect between “business” and “human…