The job postings set forth below were received from Virginia Harper Ho, Chair of the AALS Section on Transactional Law & Skills.

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Originally from Afra Afsharipour:

UNIVERSITY OF CALIFORNIA AT DAVIS SCHOOL OF LAW invites applications for a Water Justice Clinical Lecturer, who will act as the director of the Aoki Water Justice Clinic, by October 20, 2019 and/or until the position is filled. The Aoki Water Justice Clinic is a transactional live-client legal clinic that provides technical legal assistance to small disadvantaged communities in California’s Central Valley and beyond, who lack reliable and affordable access to safe drinking water. We seek applications from candidates with a background in law who (1) possess extensive experience in state, national and international critical race and nation studies law and policy issues and (2) excellent transactional, analytical, legal writing, negotiation and advocacy skills, including high-quality precision in contract drafting, and skill in high-level and detailed analysis. All candidates must apply through the UC Recruit system at the following link: https://recruit.ucdavis.edu/JPF03045. For full consideration, applicants should apply by October 20, 2019, although we recommend that you submit your materials as soon as possible. Candidates must have a J.D. or equivalent degree. We require a cover letter and curriculum vitae and contact information for three references at this time. In addition, as part of their application, candidates must include a Statement of Contributions to Diversity. Information about the Statement can be found at http://academicaffairs.ucdavis.edu/diversity/equity_inclusion/index/. An optional statement of teaching can also be included. Please note that we may require further documentation at a future date, including, but not limited to, letters of recommendation, which will be treated as confidential per University of California Policy and California state law. Please direct questions to Professor Thomas Joo, Chair of the Faculty Appointments Committee, via email at facultyappointments@law.ucdavis.edu. The University of California is an Equal Opportunity/Affirmative Action Employer. All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, disability, age or protected veteran status. For the complete University of California nondiscrimination and affirmative action policy, see https://policy.ucop.edu/doc/4000376/DiscHarassAffirmAction.

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University of Kansas School of Law – Business Position

The University of Kansas School of Law invites applications for a tenure-track, associate professor to begin in the fall of 2020.  We are interested in candidates specializing in any field of law, but we are particularly interested in the fields of business, corporate, finance, transactional, and securities law, including both traditional and alternative approaches to these disciplines. 
 
Applicants should possess a J.D. from an accredited US law school and evidence of potential for engaging in high quality research and teaching.  In a continuing effort to enrich its academic environment and provide equal educational and employment opportunities, the Law School actively encourages applications from members of underrepresented groups in higher education. Women, minorities, and candidates who will contribute to the climate of diversity in the school, including a diversity of scholarly approaches, are especially encouraged to apply.
 
Review of applications will begin September 3, 2019 and continue until the position is filled.  Applications should be made online athttps://employment.ku.edu/faculty/14901BR and should include a cover letter, a curriculum vitae, a detailed statement of research interests and future plans, and the names of three references.   The law school will participate in the AALS Recruitment Conference in D.C. October 3-5, 2019.  For further information, contact Professor Uma Outka, University of Kansas School of Law, 1535 West 15th Street, Lawrence, KS  66045-7608, 785-864-9241, uoutka@ku.edu.

KU is an EO/AAE.  All qualified applicants will receive consideration for employment without regard to race, color, religion, sex (including pregnancy), age, national origin, disability, genetic information or protected Veteran status.

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University of Kansas School of Law (Open Position): digital privacy law; law and technology; health law; insurance law; natural resources law; and human rights law position.

The University of Kansas School of Law invites applications for a tenure-track, associate professor to begin in the fall of 2020.  We are interested in candidates specializing in any field of law, but we are particularly interested in the fields of digital privacy law; law and technology; health law; insurance law; natural resources law (which includes water law and land use); and human rights law.
 
Applicants should possess a J.D. from an accredited US law school and evidence of potential for engaging in high quality research and teaching.  In a continuing effort to enrich its academic environment and provide equal educational and employment opportunities, the Law School actively encourages applications from members of underrepresented groups in higher education. Women, minorities, and candidates who will contribute to the climate of diversity in the school, including a diversity of scholarly approaches, are especially encouraged to apply.
 
Review of applications will begin September 3, 2019 and continue until the position is filled.  Applications should be made online at https://employment.ku.edu/academic/14903BR and should include a cover letter, a curriculum vitae, a detailed statement of research interests and future plans, and the names of three references.   The law school will participate in the AALS Recruitment Conference in D.C. October 3-5, 2019.  For further information, contact Professor Uma Outka, University of Kansas School of Law, 1535 West 15th Street, Lawrence, KS  66045-7608, 785-864-9241, uoutka@ku.edu.

KU is an EO/AAE.  All qualified applicants will receive consideration for employment without regard to race, color, religion, sex (including pregnancy), age, national origin, disability, genetic information or protected Veteran status.

From Ruth Colker, Distinguished University Professor at The Ohio State University Moritz College of Law:

The Ohio State University Moritz College of Law seeks entry-level or junior lateral candidates for at least one tenure-track position.  Our primary areas of need are Dispute Resolution, Business Law, and Race and Law.  Secondary areas of need include Antitrust, Banking/Insurance, Civil Procedure/Complex Litigation, Commercial Law, Evidence, Immigration, Intellectual Property/Law and Technology, Natural Resources/Energy Law, Poverty/Social Welfare Law, Property/Real Estate, and Wills & Trusts.  The position will begin in the 2020-21 academic year.  A J.D. or the equivalent is required.

The Ohio State University Moritz College of Law is committed to building and maintaining a diverse and inclusive community to reflect human diversity and improve opportunities for all.  Diversity, inclusion, and equity are essential to the excellence of our community, culture, and curriculum, and the pursuit of this excellence is critical to our educational mission.  We value diversity in all of its dimensions, including gender, gender identity or expression, race, ethnicity, religion, age, sexual orientation, physical and learning abilities, socioeconomic status, veteran status, and viewpoint.  We seek to reflect multiple perspectives, backgrounds, and interests in all facets of our community.  The Ohio State University is committed to equal employment opportunity and does not discriminate on any basis prohibited by law in its activities, programs, admission, and employment.  All qualified applicants will receive consideration for employment without regard to a protected status.

Candidates should send a cover letter and C.V. to Daniel Tokaji, Associate Dean for Faculty, tokaji.1@osu.edu, stating that they are applying for this position.  Applicants are encouraged to submit the Equal Employment Identification Form.

Lots of potential here for business law folks!

The Younger Comparativists Committee (YCC) of the American Society of Comparative Law (ASCL) is pleased to invite submissions for its Fifth Workshop on Comparative Business and Financial Law to be held on February 7-8, 2020 at the University of Akron School of Law in Akron, Ohio. The purpose of the workshop is to highlight, develop, and promote the scholarship of new and younger comparativists in accounting, banking, bankruptcy, corporations, commercial law, economics, finance, and securities.

The deadline to submit proposals is October 25, 2019.  For more information, please see the Call for Papers.

I decided to track the path of “limited liability corporation” (which should be “limited liability company” when referring to an LLC) in a recent court case.  It’s my thing.  Anyway, this gem popped up today: 

This Court previously held “although wage, investment, and other economic losses may flow to an individual from discriminatory harm suffered by a corporation, those injuries are not ‘separate and distinct’ from those suffered by that corporation.” Club Xtreme, Inc. v. City of Wayne, 2010 WL 1626415 at *5 (E.D. Mich. Apr. 21, 2010). Under Michigan law, rules with respect to corporations apply equally to limited liability corporations. Hills and Dales General Hosp. v. Pantig, 295 Mich.App. 14, 21 (2011). As such, a limited liability company is its own “person,” separate and distinct from its owners. Id. Here, Darakjian is separate and distinct from his LLC, TIR.

Darakjian v. City of Birmingham, 2019 WL 3412883 (E.D.Mich.) at * 4. 
 
First, “Club Xtreme?”  Yeah, that’s my Michigan. 
 

Second, “Under Michigan law, rules with respect to corporations apply equally to limited liability corporations.” True as to LLCs, but, um, no, LLCs are not corporations. So where did that come from? 

Well, this part of “bad law” originates here, as noted: “The rules respecting the corporate form apply equally to limited liability corporations.” Hills & Dales Gen. Hosp. v. Pantig, 295 Mich. App. 14, 21, 812 N.W.2d 793, 797 (2011). Except that, and good on them, the case Hills and Dales cites is Florence Cement Co. v. Vettraino, 292 Mich. App. 461, 477, 807 N.W.2d 917, 926 (2011), which only talks about a “limited liability company.” This one is an easy Kevin Bacon game. It’s just two degrees back.  I suppose that’s good, right? Still …

Do these mistakes, in this instance, impact the outcome? No. But that’s not the point. There are cases where LLC versus corporation does matter. And these mistakes will provide citations for incorrect outcomes.  

I did not manage to do much outside reading over the summer, given a move to the Nashville suburb of Franklin. 

Always open to recommendations. I am also interested in podcast recommendations for my new commute. 

On Paradise Drive – David Brooks (Social Commentary) (2004). Rough satire (or is it satire?) to read right before we moved to the suburbs. 

Running for My Life – Lopez Lomong and Mark Tabb (Biography) (2012). Recommendation from Colleen Baker. Inspiring story of how one of the lost boys of Sudan became a US Olympic athlete. Just a few weeks ago, Lopez Lomong won both the 5000m and 10,000m at the U.S. Championships. 

Deep Work – Cal Newport (Self-Help) (2016). Georgetown computer science professor argues that there are increasing rewards for “deep work” (challenging work, requiring full concentration), but that society is pushing us toward “shallow work” with social media, constant e-mailing, open office, and the like. He suggests setting routines, fully resting (embracing boredom), and scheduling internet use (and avoiding the internet outside of those times).

Advanced Marathoning – Pete Pfitzinger and Scott Douglas (Fitness) (2d. 2009). Recommended by two of the best runners I know. Will use this book (along with the advice of my friend and supper runner Joey Elsakr) to train for the Rocket City Marathon in December 2019. The third edition is now available. 

Gilead – Marilynne Robinson (Novel) (2004). Narrator shares his experiences and the experiences of his father and grandfather as ministers in Gilead, Iowa. Winner of the Pulitzer Prize for Fiction in 2005. On the short-list of President Obama’s favorite books.

I am just back from the 2019 Southeastern Association of Law Schools (SEALS) conference.  I participated in several different kinds of activities this year.  This post reports out on each.

I first served as a participant in a series of discussion groups tailored to provide information to aspiring law professors.  The attendees included newly minted fellows and VAPs, mid-to-later-career lawyers/judges looking to switch to full-time law faculty (some already adjuncts or visitors), and (in general) law practitioners testing the waters for possible engagement with the Association of American Law Schools faculty recruitment process.  SEALS has served selected prospective law professors with a specialized track of preparative programming for a number of years.  This set of discussion groups represents an extension of that type of programming, on a more general informational level, to a wider audience of folks interested in careers in law teaching.

I also presented in a discussion group, sponsors by West Academic, on “Teaching to Engage.”  Steve Friesland of Elon Law moderated the session.  I shared some of my “first class” and assessment simulations for business law doctrinal and experiential courses.  I learned from many others who shared their own ways of engaging students.  It was a rich discussion.

The anual SEALS “Supreme Court and Legislative Update: Business and Regulatory Issues” featured a presentation from me on a few cases and things to watch for from a legislative viewpoint.  I was joined on the panel by several super-fun business and administrative law colleagues.  One of them, Lou Virelli, posted a summary of the session on the SEALS Blog.  You can find it here.

Michigan State law prof Carla Reyes‘s “New Scholar” presentation of her draft paper currently entitled “Autonomous Business Reality,” was fascinating.  I was proud to serve as her assigned mentor for this session.  I hope I lived up to that role, considering she is a leader in law-and-technology research and I already cite to her work on blockchain technology!  Humbling to be a mentor under those circumstances, for sure.

As part of the Free Speech Workshop, I related the history and current status of student free speech issues involving registered student organizations at The University of Tennessee, Knoxville, based on my experience as a faculty advisor to a controversial student organization on our campus.  That presentation was part of a larger discussion group on campus free speech issues.  My UT Law colleague David Wolitz was a co-discussant. Howard Wasserman of FIU Law summarized the session here.

Last–but certainly not least–I co-moderated/moderated two substantive law SEALS discussion groups.  

First, John Anderson of Mississippi College Law (with only a bit of help from me) organized and moderated a session entitled “Insider Trading Stories,” in which participants focused on the narratives underlying insider trading cases–known and unknown.  This proved to be an incredibly robust and diverse discussion, highlighting issues in insider trading theory, policy, and doctrine.  Longer versions of some of the discussion group offerings will be presented at a symposium at UT Law in the fall, sponsored by the Tennessee Journal of Law and Policy (TJLP).  The TJLP will publish the edited papers in a forthcoming volume.  I was pleased to see BLPB co-blogger Marcia Narine Weldon in the room!

Second, I moderated a discussion group entitled “Benefit Corporation (or Not)? Establishing and Maintaining Social Impact Business Firms.”  The program description of the session follows:

As the benefit corporation form nears the end of its first decade of “life” as a legally recognized form of business association, it seems important to reflect on whether it has fulfilled its promise as a matter of legislative intent and public responsibility and service. This discussion group is designed to take on the challenge of engaging in that reflective process. The participating scholars include doctrinal and clinical faculty members who both favor and tend to recommend the benefit corporation form for social enterprises and those who disfavor or hesitate to recommend it.

The final group pf participants included researchers/writers from the United Kingdom and Canada as well as the United States.  BLPB co-blogger (and newly minted dean) Josh Fershee was among the group, and BLPB co-blogger Marcia Narine Weldon was again in attendance. The discussion was spirited and there were more than a few “aha” moments for me.

All-in-all, a busy–but enlightening–week’s work.

It soon will be time to propose programs for the 2020 SEALS annual meeting, to be held in Fort Lauderdale, Florida. The date of the conference is likely to be moved up to start on July 30 to accommodate the very early (and getting earlier) starts for schools in the Southeastern United States (and probably elsewhere, too). If you have business law program ideas or would like to moderate or participate in a business law program, please contact me by email. I find that this conference (especially the discussion groups) helps to energize my teaching and scholarship in meaningful ways. Perhaps you also would find this a great place to jumpstart the academic year.

In the next few weeks, I’ll be blogging about my article, “Incomplete Clearinghouse Mandates,” forthcoming in the American Business Law Journal (ABLJ).  The ABLJ is a triple-blind peer review journal published quarterly “on behalf of the Academy of Legal Studies in Business (ALSB).”   Its articles explore a range of business and corporate law topics, and it is a great resource for academics, industry professionals, and others.  Its “mission is to publish only top quality law review articles that make a scholarly contribution to all areas of law that impact business theory and practice…[and it] search[es] for those articles that articulate a novel research question and make a meaningful contribution directly relevant to scholars and practitioners of business law.”

One aspect of publishing with the ABLJ that I found invaluable was the reviewers’ feedback.  Their comments were tremendously helpful, and addressing issues in my article that they highlighted substantially increased the quality of the finished product.  I want to send a big THANK YOU to those reviewers!

I’m also an ad hoc reviewer for the ABLJ.  This too has been a very worthwhile experience.  Just as interviewing others can improve your interviewing abilities, reviewing the articles of others can improve your writing.  Most importantly, however, reviewing the work of other faculty also writing in the business and corporate law areas helps promote a vibrant, scholarship community.  Interested in helping to advance the business and corporate law research community?  Contact the ABLJ’s Managing Editor, Gideon Mark, who recently shared the following with me: 

In order to ensure that the American Business Law Journal can continue to provide high-quality feedback on submitted manuscripts through its triple-blind peer review process, the Journal seeks to expand its pool of reviewers.  If you are interested in reviewing for the ABLJ, simply e-mail the Managing Editor:  Gideon Mark, gmark@rhsmith.umd.edu.  Please include your contact information (preferred e-mail address and phone number) and identify the subject areas in which you wish to review (e.g., securities, IP, antitrust, compliance, etc.).    

Note: italics removed from first quote.

This just in from Adrienne D. Davis, Vice Provost. William M. Van Cleve Professor of Law, and Director of the Center for the Study of Race, Ethnicity & Equity at Washington University in St. Louis:

WASHINGTON UNIVERSITY SCHOOL OF LAW invites applications from entry-level or junior lateral candidates for tenure-track positions, to begin in the fall of 2020. We are particularly interested in corporate & securities law and constitutional law. Candidates must have at a minimum a JD, a PhD, or the equivalent in a related field. In addition, candidates should have strong scholarly potential and a commitment to excellence in teaching. Duties will include teaching assigned courses, researching and publishing scholarly work, advising students, and participating in law school and university service. Diversity and inclusion are core values at Washington University, and strong candidates will demonstrate the ability to create inclusive classrooms and environments in which all students can learn and thrive. The committee will be reviewing applications submitted through the AALS Faculty Appointments Register, but we are willing to consider materials outside of the FAR process.

Although we have no deadline, applications will have the best chance of full consideration if we receive them by August 19, 2019. Application materials should include a cover letter, a resume which includes at least three references, a list of publications, and up to three pieces of scholarly work. Please submit materials to Professor Susan Appleton, Chair of the Faculty Appointments Committee, Washington University School of Law, by emailing them to lawappts@wustl.edu.

Washington University in St. Louis is committed to the principles and practices of equal employment opportunity and especially encourages applications by those underrepresented in their academic fields. It is the University’s policy to recruit, hire, train, and promote without regard to race, color, age, religion, sex, sexual orientation, gender identity or expression, national origin, protected veteran status, disability, or genetic information.

Adrienne notes that she is on the committee, which is being chaired by Susan Appleton.

I often think about this Wall Street Journal article from 2015 about Mylan and its reincorporation to the Netherlands:

At a heated meeting with Mylan NV’s executive team in a Manhattan conference room in May, several investors complained about the drug maker’s resistance to a $40 billion takeover proposal from Teva Pharmaceutical Industries Ltd.

Executive Chairman Robert Coury leaned across the table and retorted, in language laced with expletives, “This is a stakeholder company, not a shareholder company,” according to multiple attendees, meaning his constituents went beyond investors and he wasn’t obligated to agree to a tie-up.  Mr. Coury got his way….

Mylan’s resistance to Teva’s proposal was aided by an acquisition that moved the company’s legal home in February from Pennsylvania to the Netherlands—part of the wave of tax-trimming “inversion” transactions that swept American business last year. Mylan, whose senior management remain based in Pennsylvania, gained not just tax savings, but a Dutch corporate rule book that gives companies more levers to resist takeovers….

Dutch policy makers have spent the past decade touting the benefits of Dutch law to global corporations as part of an effort to turn the Netherlands into a management-friendly bastion.

The article’s a bit circumspect about it, but I have always imagined Coury saying something like, “It’s stakeholder, b—,” as he refused to consider Teva’s offer.  This, of course, it a lot like Martin Lipton’s longstanding advocacy for a “stakeholder” orientation, from the days of Unocal – when, at his urging, the Delaware Supreme Court held that employee welfare was an appropriate consideration in a takeover battle (before it retconned its own holding the next year in Revlon) – extending to today’s exhortations that corporate managers should protect stakeholder interests.  All the right buzzwords of corporate social responsibility and ESG are there, but the fairly transparent endgame is to make boards less accountable to shareholders, not more accountable to other constituencies.

Anyhoo, I mention all of this because it’s the first thing that occurred to me when the news broke about Pfizer’s new combination with Mylan.  Pfizer will spinoff its Upjohn unit to combine it with Mylan, and shareholders of both Mylan and Pfizer will receive stock in the new company.  Significantly, the combined entity will incorporate in Delaware, thus removing some of the insulation that Coury has enjoyed over the past few years (despite his intention, described in the above-linked article, to maintain his role as Executive Chair).

Given Mylan’s poor performance recently – and associated shareholder restiveness – perhaps this move was inevitable.  As I previously noted in the case of Netflix, it seems like public companies can only wall off their shareholders for so long, especially as performance declines – which is exactly when shareholders are going to want to flex their muscles.