For those of you interested in crowdfunding and the new federal exemption for crowdfunded securities offerings, the University of Cincinnati College of Law is planning a symposium on crowdfunding, to be held on March 28. I and several leading crowdfunding scholars will be presenting papers, and those papers will eventually be published in the University of Cincinnati Law Review.

I will post more details when the official conference announcement is released.

Once my son realized that the life of a lawyer bore no resemblance to the fun and games of Take Our Kids to Work Day, he quickly changed career paths. Now he’s applying to art and design schools to study visual arts, photography, and writing. Almost every school he wants to attend requires students to take a basic accounting course as a prerequisite for the Bachelors of Fine Arts degree. This led me to ask why law schools don’t require the same.

Two weeks ago I attended a local bar association luncheon during which several deans of Florida law schools informed the group of practicing lawyers and judges about the state of legal education. The deans also received an earful from the audience members about the kind of training they expect from the schools. More than one attorney bemoaned the lack of practical skills and business training from today’s law schools, which prompted one dean (not mine) to challenge the audience member’s hypothesis about the need for required courses beyond business associations. The dean asked why schools should force students to take additional courses if they want to litigate or do appeals. Some audience members disagreed with this response and…

My favorite Christmas movie is It’s a Wonderful Life. I have watched it at least 50 times, but the final scene never fails to bring a tear to the eye of this hopelessly sentimental romantic.

The basic premise, for those of you who have never seen the movie, is how much the good deeds we do affect those around us. George Bailey, on the brink of suicide, is shown by his guardian angel Clarence how Bedford Falls, George’s community, would have changed if George had never been born.

As much as I like the movie, I have always been a little bothered by its portrayal of Bailey’s nemesis, Henry F. Potter, played brilliantly by Lionel Barrymore. Potter is the personification of “heartless capitalism.” He mistreats people, eschews charity of any kind, and has only one goal in life: the accumulation of wealth. The idea of sacrificing profit to help others is foreign to him.

I wouldn’t want to be Potter and I wouldn’t want to work for Potter. But is the picture the movie paints totally fair to Potter or, more generally, to profit-seeking capitalism? The best way to answer the question is to ask same question the movie…

For those of you who haven’t seen it, the SEC has issued its rules proposal for so-called Regulation A+. It’s available here.

Section 401 of the JOBS Act required the SEC to exempt from registration public offerings of securities with an aggregate offering amount of up to $50 million per 12-month period. The Act does not go into much detail, but it does impose some conditions on the exemption the SEC is supposed to adopt:

• the securities may be offered and sold publicly
• the securities are not “restricted securities,” meaning they may be resold freely
• the issuer must file an offering statement with the SEC and distribute that offering statement to prospective investors
• the issuer may solicit interest in the offering prior to filing an offering statement with the SEC
• the issuer must file audited financial statements annually
• certain issuers are disqualified
• the SEC may require the issuer to file periodic disclosures.

Section 401 does not mention Regulation A, but the statutory requirements are similar to the requirements in Regulation A, so everyone has been referring to it as Regulation A+. The SEC could have chosen to issue a new exemption completely separate from Regulation A, but it has…

When the SEC adopted the Rule 506(c) amendment allowing general solicitation in certain Regulation D offerings, it also proposed a number of changes to Regulation D. The Federal Regulation of Securities Committee of the American Bar Association’ s Business Law Section, recently submitted a very thoughtful comment letter on those proposed changes. It’s available here.

I have been a member of the Federal Regulation of Securities Committee and several of its subcommittees for over two decades. Almost all of the country’s top securities lawyers are members. (I’m not sure why they let me join.) I don’t always agree with the committee’s views, but its positions are always thoughtful and well-reasoned. This letter is no exception (and, in this case, I happen to agree with most of it). It’s worth reading.

Behavioral economist Dan Ariely (Duke) spoke on Belmont’s campus yesterday on his book Predictably Irrational.  His talk was similar to his TED talk from a few years ago (with a few additions), and I thought some of our readers might find it interesting.  At the very least, he is an entertaining speaker, and I do think his underlying research (mentioned in more detail in the book) might be useful for those of us interested in business law.  Predictably Irrational is an easy read; I read all 325 pages last night and this morning.  The book was published the same year as Nudge and is similar in many respects.  A colleague of mine prefers Professor Ariely’s more recent book, The (Honest) Truth About Dishonesty, which I have not read yet.    

For a long time, law, business, and economics professors have used “widgets” in their hypotheticals and examples. A widget is a purely hypothetical manufactured product; there’s no such thing.

The advantage of using widgets instead of real products is that the product and the market may have whatever characteristics the professor attributes to them. The professor doesn’t have to fit the example to any real-world attributes or worry that some student will say, “That’s not how the market for widgets actually works.”

I’m not sure where the term came from, but it’s been used for a long time. The Oxford English Dictionary includes a reference from 1931. “Widget” is commonly used; in a recent Westlaw search, I found 3,569 law review articles using the term.

Now, of course, a widget is a real thing. A widget is software used on cellphones, tablets, and computers. When a professor today says “widget,” students don’t automatically think of a manufactured article; they think of software—a real product with real attributes.

Given that real-world association, I think it’s time to stop using the term “widget” to describe a hypothetical manufactured object. (The alternative, for law professors to actually know enough about real businesses and…