Teaching

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Yesterday, I taught my Corporate Finance students about public offerings (focusing on initial public offerings–IPOs) and exempt offerings of securities.  The front end of this course focuses on the instruments of corporate finance and the back end focuses on a number of different corporate finance transactional contexts.  Although Business Associations is a prerequisite for the course, Securities Regulation is not.  As a result, the 75 minutes I spend on public and exempt offerings is less doctrinally focused and more practically driven (unsurprising, perhaps, given the fact that my Corporate Finance course is a practical applied experiential offering).

Students prepare for the class session by reading parts of the SEC’s website on going public and exempt offerings and reviewing an IPO checklist created and modified by me from a timetable/checklist I generated while I was in full-time law practice.  Each student also must bring to class and be prepared to discuss a news article or blog post on public securities offerings.  I share general knowledge and we dialogue about insights gained from the discussion items they bring to class.  It usually turns out to be a fun and engaged class day, and yesterday’s class meeting proved to be no exception.…

As much as I love being a professor, it can be hard. I’m not talking about the grading, keeping the attention of the TikTok generation, or helping students with the rising mental health challenges.

I mean that it’s hard to know what to say in a classroom. On the one hand, you want to make sure that students learn and understand the importance of critical thinking and disagreeing without being disagreeable.

On the other hand, you worry about whether a factual statement taken out of context or your interpretation of an issue could land you in the cross hairs of cancel culture without the benefit of any debate or discussion.

I’m not an obvious person who should be worried about this. Although I learned from some of the original proponents of critical race theory in law school, that’s not my area of expertise. I teach about ESG, corporate law, and compliance issues.

But I think about this dilemma when I talk about corporate responsibility and corporate speech on hot button issues. I especially think about it when I teach business and human rights, where there are topics that may be too controversial to teach because some issues are too close…

How many of you who are or were engaged in the practice of law were asked to help a senior lawyer in your office prepare for or present at a continuing legal education (CLE) program?  How many of you felt well prepared for that experience when it presented itself?  I remember being asked to help script and help present at a number of CLE programs during the era in my practice in which I was still working on figuring things out.  The associated imposter syndrome was real.  I hope to make my students better prepared for that kind of engagement in their law practice.

As many readers know, I teach Corporate Finance as an experiential offering–a limited enrollment three-credit-hour planning and drafting course.  I teach the course in two 75-minute segments each week.  Along the way, I engage students with related practice experiences.  One of them is a CLE-like teaching activity.  Specifically, as the syllabus describes, it is a course requirement (part of each student’s class participation grade) that they participate in a “class expert experience.”

Class expert experience: Together with a partner, you are required to serve as a class expert as part of a peer-to-peer teaching experience…

Last month, I posted about an experiment I conducted with students and international lawyers. I’ve asked my law student, Kaitlyn Jauregui to draft this post summarizing the groups’ reasoning and provide her insights. Next week, I’ll provide mine in light of what I’m hearing at various conferences, including this week’s International Bar Association meeting. This post is in her words.

After watching The Social Dilemma, participants completed a group exercise by deciding which social issues were a priority in the eyes of different tech industry stakeholders. The Social Dilemma is a 2020 docudrama that exposes how social media controls that influences the behavior, mental health, and political views of users by subjecting them to various algorithms. Director Jeff Orlowski interviewed founding and past tech employees of some of the biggest companies in Silicon Valley to bring awareness to viewers.  

Groups of primarily American college students, primarily American law students, one group of Latin American lawyers, and one group of international lawyers completed the exercise. Each of the groups deliberated from the perspective of a CEO, investor, consumer, or NGO.  Acting as that stakeholder, the team then ranked the following issues in order of importance: Incitements to…

It’s been a minute since I mentioned and promoted my coauthored series of annotated model business combination agreements published with UT Law’s business law journal, Transactions: The Tennessee Journal of Business Law.  I offer a list below, with a hypertext link to the SSRN posting of each.  These forms of agreement can be used as teaching or training resources.

Buying Assets in Tennessee: An Annotated Model Tennessee Asset Purchase Agreement

Buying Stock in Tennessee: An Annotated Model Tennessee Stock Purchase Agreement

Bank Mergers in Tennessee: An Annotated Model Tennessee Bank Merger Agreement

Acquisition Escrows in Tennessee: An Annotated Model Tennessee Acquisition Escrow Agreement

Acquisition Licenses in Tennessee: An Annotated Model Tennessee Acquisition License Agreement

Bills of Sale in Tennessee: An Annotated Model Tennessee Bill of Sale

This video is offered as a bonus: What is a Merger Anyway? from the 2019 Business Law Prof Blog Symposium (Connecting the Threads III).  The edited transcript is published in our Transactions journal and published here.

Enjoy!  Holler at me with any questions.

I had originally planned to post Pt. 2 of the blog post I did a couple of weeks ago, but this announcement is time sensitive.

I’m thrilled to announce that the Transactional Skills Program at the University of Miami School of Law is partnering with Laura Frederick for the second How to Contract conference. It’s time sensitive because we are considering holding a side event with a contract drafting and negotiation competition for law students if there’s enough interest. If you think you would be interested, please email me at mweldon@law.miami.edu.

For lawyers, there are virtual and live options for the contract conference. I’ve cut and pasted from the website so you can see why you should come to sunny Miami (and it won’t be hurricane season):

It is not about the mega deals.

ContractsCon is about the contracts you work on EVERY DAY. We want to help you learn how to draft and negotiate the deals you see all the time.

Because for every 100-page specialized contract sent to outside counsel, there are thousands of smaller but important ones that in-house counsel and professionals do day in and day out.

ContractsCon focuses on how we manage risk and make the tough decisions with less …

I have written in this space about Labor Day for many years now.  See here, here, here, here, and here for the posts from the past few years.  Each year, I write about something related–closely or vaguely–to the holiday.  I actually see it as my “job” as the regular Monday blogger for the BLPB to provide some kind of linkage to Monday holidays.  However, I also find that Monday holidays serve as a creative outlet for me–one that often reflects a personal or professional moment in which I find myself when I write the post.

This year, I am drawn to think about family, especially parents and grandparents.  My two children, both adults in their 30s, lost the last of their grandparents, my father, a few weeks ago.  So, all of that has been on my mind.  But what could any of that have to do with Labor Day?  I went on a digital treasure hunt to see what I could turn up . . . .

Imagine my joy when I found this article, penned eight years ago for the Association of Corporate Counsel by Anil Adyanthaya, then Senior Corporate Counsel at Analog Devices. …

I am back in the classroom teaching Business Associations (year 23 of teaching) on Wednesday.  As I was reviewing my course objective for the course this year, I wondered how different my learning objectives for my students are from those of others.  So, I decided I would share mine here and ask for comments.  Here it is:

*          *          *

Course objective:  The doctrinal content of this course is calibrated to prepare you for the business associations portion of the bar exam.  More specifically, the course is designed to enable you to:

  • compare and contrast core legal rules relating to the existence, structure, governance, liability, and financing of basic forms of for-profit business entity (and distinguish these forms of entity from sole proprietorships governed by common law principles, including those found in agency law, as well as contract, tort, and property law) through the review and analysis of state statutory and decisional law;
  • become familiar with basic concepts addressed in U.S. federal securities regulation, including the definition of a security, the registration of securities offerings, public company registration and reporting, proxy regulation, and securities fraud;
  • understand the framework of business entity

…

Millions of law school graduates around the US just took the bar exam. Others are preparing to enter colleges and graduates schools in a few weeks. How will these respective groups do? While a lot depends on how much and how well they study, a large part of their success or failure may depend on how they’ve been taught. I recently posted about how adults learn and what the research says we should do differently. In this post, I’ll show how I used some of the best practices in the last ten days when I taught forty foreign lawyers from around the world  and thirty college students in separate summer courses offered by the University of Miami as well as nine Latin American lawyers who were taking courses in business law from a Panamanian school. I taught these disparate groups about ESG, disclosures, and human rights. With each of the cohorts, I conducted a simulation where I divided them into groups to prioritize issues based on whether they were a CEO, an investor, a consumer, the head of an NGO, and for the US college students, I added the roles of a member of Congress or influencer. In a…