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When I decided to leave the law firm for a teaching fellowship in hopes that I might one day find a job as a law professor, I had no real clue what I was doing.  I struggled with the decision and the risk, but eventually just decided to go for it, even knowing that the entry-level hiring market was brutal.

One thing that would have helped enormously would have been something like this conference at Villanova.  They’ve put together an incredibly strong group of people to talk about how to do this.  Many of these folks would be great friends and mentors to get to know if you’re going to join this field and community.  They have a registration link here if this is something you’re interested in.

Future Business Law Professors Conference

Presented by the John F. Scarpa Center for Law and Entrepreneurship

Friday, September 6, 2019
9:00 a.m. – 3:00 p.m.

 The John F. Scarpa Center for Law and Entrepreneurship will host the Future Business Law Professors Conference on Friday, September 6. All visiting assistant professors, fellows, researchers, law clerks, practitioners and others who are considering entering the higher education academic teaching market in business law

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Another new case provides fun with entity issue spotting. Here’s today’s gem from Wade v. Touchdown Realty Group, LLC, 2019 WL 2403193 (D.Mass.), 1 (D.Mass., 2019):

Plaintiffs Gregg and Karin Wade allege that the home they purchased from Defendant Touchdown Realty Group, LLC (“Touchdown”) did not comply with building codes in breach of the purchase agreement and that Touchdown and Defendant Thomas Clayton falsely represented that the home was a three-bedroom house, not a two-bedroom house, and that it was code-compliant. …

Touchdown is a Rhode Island limited liability corporation, with its principal place of business at 12 E. Cottage Street, Smithfield, Rhode Island. Touchdown is in the business of buying and renovating residential real estate for resale. Clayton’s wife, Kelly Clayton, is Touchdown’s sales manager and sole shareholder. The company address is also the Claytons’ home address in Rhode Island.

At a quick glance, we see that an LLC has been called a “corporation.”  And we have an LLC with a “sole shareholder,” as opposed to a member. 

In addition, the court does a jurisdictional analysis of the LLC without actually specifically assessing the residency of the LLC member, which is how LLC jurisdiction is determined. In fairness, the …

I do plan to write a bit about the Law and Society Association and Grunin Center conferences that I attended over the past two weeks.  But today, I am compelled to briefly post about a newly decided U.S. Supreme Court case and a recent blog post.  The connection?  Both reference in relevant part postal delivery services, public and private.

I was alerted to the Supreme Court opinion (in Return Mail v. U.S. Postal Service) by Tom Norris, one of our fabulous BLPB readers in Nashville.  The subject of the case is the U.S. government’s attempt to assert patent invalidity as a defense to a claim of infringement.  The Court finds that the government is not a “person” for purposes of the relevant provisions of the U.S.  Patent and Trademark Act.  The National Law Journal article to which Tom pointed me offers a nice summary.  I really enjoy legal actions that focus on the “person” definitions in statutes and decisional law.  This one offers some interesting policy arguments (as do most)–in both the opinion of the Court and the dissent.

The blog post (Modern Mailmen) is coauthored by Leonid Sirota and Akshaya Kamalnath, the latter of whom I…

In last week’s post, I wrote that a common theme – largely based upon industry feedback – at a recent conference I attended was the importance of having and teaching good communication skills to our students.  Given their training, professors teaching law are particularly well-positioned to promote this objective.  Today, I happened across a relatively recent article on Inc.com (via LinkedIn) reinforcing this theme, and wanted to share it with readers.  In sum, Tommy Mello’s LinkedIn CEO says There’s 1 Professional Skill You Should Pick Up to Boost Your Resume (It Has Nothing to Do with Tech) shares that Jeff Weiner, CEO of LinkedIn, argues that “soft skills, including oral communication, team-building, and leadership skills” are what employers are most looking for these days.  Mello provides an interesting list of questions he asks “hiring managers to ask when conducting interviews,” which are designed to test: willingness to learn, commitment, communication, humility and self-awareness, and task management.  It’s a quick, worthwhile read that I think is also both an opportunity for reflection on how the importance of communication skills are incorporated into our courses and a bit of a counterbalance to concerns about increasing job automation.       

AALS Section on Professional Responsibility

2020 AALS Annual Meeting

Call for Papers Announcement

The AALS Section on Professional Responsibility invites papers for its program

“Professional Responsibility 2020 Works In Progress Workshop”

at the AALS Annual Meeting in Washington, DC.  

WORKSHOP DESCRIPTION:

This workshop will be an opportunity for junior scholars to receive substantive critique and feedback on a work in progress.  Each junior scholar will be paired with a more senior scholar in the field who will lead a discussion of the piece and provide feedback. Successful papers should engage with scholarly literature and make a meaningful, original contribution to the field or professional responsibility or legal ethics.

ELIGIBILITY:

Full-time faculty members of AALS member law schools are eligible to submit papers. Preference will be given to junior scholars focusing their work in the area of professional responsibility and legal ethics. Pursuant to AALS rules, faculty at fee-paid law schools, foreign faculty, adjunct and visiting faculty (without a full-time position at an AALS member law school), graduate students, fellows, and non-law school faculty are not eligible to submit. Please note that all faculty members presenting at the program are responsible for paying their own annual meeting registration fee and…

Several months ago, I posted about a symposium I attended at Case Western Reserve Law School titled Fiduciary Duty, Corporate Goals, and Shareholder Activism.   The Case Western Reserve Law Review will be publishing a volume of papers from the symposium, and my contribution, What We Talk About When We Talk About Shareholder Primacy, is now available on SSRN.  The essay (well, they’re calling it an article but I think of it more as an essay) is about how shareholder primacy can be defined either as a wealth maximization norm or as obedience to shareholders, and what that means for corporate organization and theory.

In April, I attended the Corporate Accountability symposium sponsored by the Institute for Law & Economic Policy and the Vanderbilt Law Review.  The Vanderbilt Law Review will be publishing those papers, and my contribution, After Corwin: Down the Controlling Shareholder Rabbit Hole, is now available on SSRN.  The essay addresses the inconsistencies in how Delaware treats controlling shareholder transactions, and the new pressure that Corwin, as well as changes to corporate financing, have placed on the definition of what a controlling shareholder is.

(Regular readers of this blog will note that…

Last Thursday and Friday, I attended a truly worthwhile event: the first “Summit on the Profession of Business Law” at the University of Connecticut School of Business.  Its organizer, Robert Bird, Professor of Business Law and Eversource Energy Chair in Business Ethics Marketing, did an excellent job of assembling a diverse program of interesting and informative sessions, and described the motivating purpose of the conference as follows:

Increasingly complex and challenging regulations have pressured organizations to manage legal risk or face costly penalties. Individuals who understand how to use the law to build creative relationships and solve difficult problems add value to their organizations. Business schools are challenged to train students to demonstrate ethical values, apply critical thinking, adapt to change, and show attention to detail. As a result, there is a growing need for business schools to train future leaders who are legally educated and astute. The purpose of this summit is to exchange knowledge and encourage best practices in business law and ethics that respond to changing demands of a broad array of stakeholders.   

Although aimed at business law educators in business schools, the conference brought to my mind a number of general…

Jeremy McClane at Illinois recently posted to SSRN a truly fascinating study of boilerplate in IPO prospectuses (okay, I gather it may have been out for a while but it was only posted to SSRN recently and that’s how I learn anything these days).  In Boilerplate and the Impact of Disclosure in Securities Dealmaking, he concludes that while the inclusion of “boilerplate” – namely, generic disclosures that copy from similar deals – contributes to lower legal fees (though not lower underwriter and audit fees), it ultimately costs firms in terms of greater IPO underpricing and greater litigation risk. (It should be noted that he does not analyze litigation outcomes – compare to the risk factor paper, described below).  Boilerplate is also associated with greater divergence in analyst opinion, and greater (upward) price revision in the pre-IPO period.  All of this, he concludes, demonstrates that boilerplate contributes to greater information asymmetry.

In a previous post, I described a working paper, Are Lengthy and Boilerplate Risk Factor Disclosures Inadequate? An Examination of Judicial and Regulatory Assessments of Risk Factor Language, that examines boilerplate in SEC risk factors.  The authors of that study concluded that – perversely – boilerplate is…