I wasn’t one of those people who decided to become a lawyer after watching To Kill a Mockingbird, Witness for the Prosecution, and Twelve Angry Men, but they were some of my favorite movies. These movies and TV shows like Suits, How to Get Away with Murder, and Law & Order “teach” students and the general public that practicing law is sexy and/or confrontational. When I teach, I try to demystify and clear up some of the falsehoods, and that’s easy with litigation-type courses. When I taught Business Associations, it was a bit tougher but we often used movies or TV shows to illustrate the right and wrong ways to do things. As an extra credit assignment, I asked students to write a critique of what the writers missed, misrepresented, or completely misunderstood.

This semester, I will be teaching a transactional drafting course where the students represent either the buyer or the seller of a small, privately owned business. I would like to recommend movies or TV shows that don’t deal with multibillion dollar mergers, but I haven’t been watching too much TV lately. I’m looking for suggestions along the lines of Silicon Valley (which past students have loved) or Billions. If you have any suggestions, please comment below or email me at mweldon@law.miami.edu.

 

 

 

In case you’re not also subscribed, I wanted to flag this post from the Legal Scholarship Blog.  It’s an excellent resource for seeing what’s going on and calls for papers where you might want to apply.  This time, there is real money available from the Risk Institute:

The Risk Institute at The Ohio State University’s Fisher College of Business invites area-specific and inter-disciplinary proposals for research covering all areas in risk and risk management. Priority will be given to topics of the Risk Institute’s 2018-2019 risk series:

  • human resources risk
  • aging workforce
  • differing risks between born digital and traditional firms
  • third-party risk
  • predictive metrics and modeling
  • cybercrime/data fraud

The main focus of the research proposal should be understanding or managing risks with respect to any of these topics.

Funding will be up to $10,000 cash or research support per person with a maximum of $30,000 per project.

Proposals are due January 31, 2019, and should be limited to five pages plus necessary appendices.

Not for my purposes, anyway. Back in 2016, I made the argument that the IRS should “stop using state-law designations”: 

My proposal is not abolishing corporate tax – that’s a much longer post and one I am not sure I’d agree with.  Instead, the proposal is to have entities choose from options that are linked the Internal Revenue Code, and not to a particular entity. Thus, we would have (1) entity taxation, called C Tax, where an entity chooses to pay tax at the entity level, which would be typical C Corp taxation; (2) pass-through taxation, called K Tax, which is what we usually think of as partnership tax; and (3) we get rid of S corps, which can now be LLCs, anyway, which would allow an entity to choose S Tax. 

This post deals with the tax code, which means I am in over my head, and because this is tax related, it means the solution is a lot more complicated than this proposal.  But now that the code provisions are not really linked to the state law entity, I think we should try refer to state entities as state entities, and federal tax status with regard to federal tax status.  Under such a code, it would be a little easier for people to understand the concept behind state entity status, and it would make more sense to people that a “C Corp” does mean “publicly traded corporation” (a far-too common misunderstanding).  Thus, we could have C Tax corporations, S Tax LLCs, K Tax LLCs, for example.  We’d know tax status and state-entity status quite simply and we’d separate the concepts. 

We discussed this issue on Saturday at the 2019 AALS Section on Agency, Partnership, LLCs & Unincorporated Associations Program on LLCs. As I taught my first Business Organizations class of the semester, I talked about this and it occurred to me that maybe the better way to think about this is to simply acknowledge that there are no federal entities.  

State law is the origin of all entity types (barring, perhaps, a few minor exceptions), and references to “C Corps” and “S Corps” are not really on target. I concede that the IRS does so, which is a challenge, but it’s really unnecessary under today’s tax code. That is, with check-the-box options, most entity types can choose whatever tax treatment they wish.  An LLC can choose to be taxed under subchapter S, for example, though it has to meet certain requirements (e.g., can only have one class of “stock”), but the LLC can file Form 2553 an make an S election.  

As such, as I have argued before, I think we should work to keep entity type and tax treatment separate.  Thus, for example, we can have an S-taxed LLC (an LLC that made the S election)  and a K-taxed LLC (an LLC that made a K election for pass-through taxation).  The tax treatment does not “convert” the LLC to a corporation — or S corp. It simply provides for certain tax treatment.  I really think we’d see some doctrinal improvements if we could get more people to use language that makes clear tax treatment and entity type are separate issues, at least in today’s word.   

Entities are creatures of state law. How the federal or state government tax such entities does not change that reality.  It’s time we start using more precise language to make that clear.  

ILT&LHeader

CALL FOR PRESENTATION PROPOSALS

Institute for Law Teaching and Learning Summer Conference
“Teaching Today’s Law Students”
June 3-5, 2019
Washburn University School of Law
Topeka, Kansas

The Institute for Law Teaching and Learning invites proposals for conference workshops addressing the many ways that law professors and administrators are reaching today’s law students.   With the ever-changing and heterogeneous nature of law students, this topic has taken on increased urgency for professors thinking about effective teaching strategies. 

The conference theme is intentionally broad and is designed to encompass a wide variety of topics – neuroscientific approaches to effective teaching; generational research about current law students; effective use of technology in the classroom; teaching first-generation college students; classroom behavior in the current political climate; academic approaches to less prepared students; fostering qualities such as growth mindset, resilience, and emotional intelligence in students; or techniques for providing effective formative feedback to students.

Accordingly, the Institute invites proposals for 60-minute workshops consistent with a broad interpretation of the conference theme. Each workshop should include materials that participants can use during the workshop and when they return to their campuses. Presenters should model effective teaching methods by actively engaging the workshop participants.  The Institute Co-Directors are glad to work with anyone who would like advice on designing their presentations to be interactive.

To be considered for the conference, proposals should be one page (maximum), single-spaced, and include the following information:

  • The title of the workshop;
  • The name, address, telephone number, and email address of the presenter(s); and
  • A summary of the contents of the workshop, including its goals and methods; and
  • A description of the techniques the presenter will use to engage workshop participants and make the workshop interactive.

The proposal deadline is February 15, 2019.  Submit proposals via email to Professor Emily Grant, Co-Director, Institute for Law Teaching and Learning, at emily.grant@washburn.edu.

The following comes from our friend Saule Omarova at Cornell Law.  I hope that many can arrange to attend one or both events to honor Lynn’s life and work.

*          *          * 

Please join us on February 1-2, 2019, in New York City, for a special two-part event celebrating the life and work of our colleague and friend, Professor Lynn Stout.

On February 1, 2019, Cornell University Law School will hold the Lynn Stout Memorial Conference, honoring Professor Stout’s scholarly work and significant impact in corporate governance. The conference will feature a series of cutting-edge paper presentations and discussion panels; the conference celebrates Professor Stout’s scholarship and highlights the lasting impact of her ideas and writings on the present and future trajectory of legal research in corporate law, securities and derivatives regulation, law and economics, and law and ethics. 

The conference will take place at the Cornell Club in New York City (6 East 44th Street, New York, NY 10017).

On February 2, 2019, at 10 a.m., an informal memorial service will be held at St. Paul’s Chapel of Trinity Church Wall Street (209 Broadway, New York, NY 10007).

The agenda and RSVP information can be found at:

LYNN STOUT MEMORIAL CONFERENCE

Please note that capacity is limited for this event, so please RSVP before January 25.

LynnStout

 

Twitter tells me that there was a good bit of conversation at the AALS conference about the law review-based system of scholarship. If you want to try your hand at a different system, namely the double-blind peer-reviewed system, here is a call for papers from a legal journal in that system. 

————–

The Atlantic Law Journal is now open for submissions and is soliciting papers for its upcoming Volume 21 with an expected publication date in summer 2019. We are now also accepting book review submissions for books related to business law/society/legal studies.  The Atlantic Law Journal is listed in Cabell’s, fully searchable in Thomson-Reuters Westlaw, and listed by Washington & Lee. The journal is a double-blind peer-reviewed publication of the Mid-Atlantic Academy of Legal Studies in Business (MAALSB). Acceptance rates are at or less than 25%, and have been for all our recent history. We publish articles that explore the intersection of business and law, as well as pedagogical topics. Please see our website at http://www.atlanticlawjournal.org/submissions/ for the submission guidelines, the review timeline, and more information regarding how to submit. Submissions or questions can be sent to Managing Editor, Dr. Evan Peterson, at petersea@udmercy.edu.

Growing up in Baton Rouge, Louisiana, we often flew Southwest Airlines out of New Orleans’ Louis Armstrong International Airport.  Such trips usually also involved a visit to my maternal grandparents, lifelong NOLA residents.  My grandpa always referred to Southwest as the “cattle car.”  In reading this past week about the legendary Herb Kelleher, Southwest’s visionary co-founder who passed away on January 3rd, I learned that my grandpa’s moniker wasn’t original.  Nope, grandpa had apparently fallen into step with competitors purportedly responsible for the nickname.  Unfazed, Kelleher, with characteristic playfulness, had responded by offering Southwest customers a free bag to either cover their faces if embarrassed to fly with the airline or to hold all the money they’d save by doing so (clip starts at 1:08)!  With Kelleher, such stunts were commonplace.  He even participated in an arm-wrestling match rather than litigation to determine whether Southwest or Stevens Aviation would be entitled to use of the slogan “Just Plane Smart” (you can find this on YouTube too!). 

Like many readers of this blog, Kelleher was a lawyer (an NYU law school graduate).  In 1966, in a bar in San Antonio, Texas, he and a client, Rollin King, sketched a plan for an upstart airline on a cocktail napkin.  And, as they say, the rest is history. 

I have enjoyed reading stories from among the plethora of tributes written in the past few days about Kelleher because they tell of a brilliant, innovative businessman who worked hard, had a keen sense of fun, produced inimitable quotes (love quotes!), and had a deep respect and care for his employees.  Indeed, USA Today lists “Happy employees (and customers)” as the first of Kelleher’s Five innovations that shaped U.S. aviation.  Given the extensive coverage of Kelleher’s life, I’ll keep this tribute brief, encourage readers to explore the lessons of and practices behind Southwest’s phenomenal success (an airline with “profits for each of the past 45 years in an industry known for boom and bust”), and end with a few of my favorite Kelleher quotes, in addition to a link so that you too can see downtown Dallas lit this past Friday in Southwest’s colors to commemorate this great business pioneer.

We could have made more money if we furloughed people.  But we don’t do that.  And we honor them constantly.  Our people know that if they are sick, we will take care of them.  If there are occasions or grief or joy, we will be there with them.  They know that we value them as people, not just cogs in a machine.

Power should be reserved for weightlifting and boats, and leadership really involves responsibility.

Your employees come first.  And if you treat your employees right, guess what?  Your customers come back, and that makes your shareholders happy.  Start with employees and the rest follows from that.

We have a strategic plan – it’s called doing things.

A company is stronger if it is bound by love rather than by fear.

        

 

 

It’s the  start of a new year and a new semester. As Joan wrote earlier this week, we need to step back and take stock of our mental health. I’m the happiest lawyer I know and have been since I graduated from law school in 1992, but many lawyers and students aren’t so lucky. In fact, I probably spend 25-35% of my time on campus calming students down. Some have normal anxiety that fades as they gain more confidence.  I often recommend that those students read Grit or at least listen to the Ted talk. Others tell me (without my asking) about addictions, clinical depression, and other information that I should not know about. I know enough to refer to them to help. Closer to home, my 22-year old son has lost several friends to suicide. Many of those friends went to the best high schools and colleges in the country and seemed to have bright futures. And as we know, the suicide rate for lawyers is climbing.

Thankfully, the American Bar Association has gathered a number of resources for law students here. Practicing lawyers can find valuable tools for lawyer well-being here and a podcast for lawyers in recovery here. Law students can access their own ABA wellness podcast here. To help keep my energy high, I listen to a lot of podcasts of all types. I’ve found that listening to wellness podcasts, meditating, and exercising instead of watching the news has had a dramatic impact on my health. I know for a fact that the wellness stuff works. Due to significant stressors as a caretaker, my blood pressure spiked to a clinically dangerous level last week. This week, with mindfulness exercises and other wellness activities, I was able to lower it to normal levels without my new medication having kicked in yet. This is a big deal for me because despite my professional happiness, I’ve been hospitalized twice in 14 months for medical conditions exacerbated by stress. Being calm and stress free is literally a matter of life and death for me. Some of the podcasts I listen to are probably too “woo woo” to post for this audience but if you’re interested, you can email me privately at mweldon@law.miami.edu. I’ll keep your secret.

Mainstream lawyer/business wellness podcasts include:

The Happy Lawyer Project (“The Happy Lawyer Project is an inspirational podcast for young lawyers looking to find happiness in life with a law degree. Each episode provides you with the tips, advice, encouragement and inspiration you need to craft a life and career you love.”)

The Resilient Lawyer (“Practical and actionable information you can use to be a better lawyer. The Resilient Lawyer podcast is inspired by those in the legal profession living with authenticity and courage. Each week, we share tools and strategies for finding more balance, joy, and satisfaction in your professional and personal life! You’ll meet lawyers, entrepreneurs, mentors and teachers successfully bridging the gap between their personal and professional lives, connecting the dots between their mental, emotional, physical and spiritual selves.”)

Happy Lawyer, Happy Life (“A knowledge centre for lawyers who want to make the best of their life in and outside of the law.”)

The Tim Ferris Show (“Each episode, I deconstruct world-class performers from eclectic areas (investing, sports, business, art, etc.) to extract the tactics, tools, and routines you can use.  This includes favorite books, morning routines, exercise habits, time-management tricks, and much more.”)

The Mindful Lawyer (it’s no longer running, but my colleague Scott Rogers pioneered the field and these are short tracks.)

Dina Cataldo Soul Roadmap (“So, you’re a lawyer who doesn’t have it all figured out? Design the life you deserve. Stop killing yourself to achieve success and redefine it instead.”)

You may need more than a podcast to get you through whatever you’re going through right now. If you, a student, a colleague, or family member needs immediate help, please get it. I’ve cut and pasted the resources below from our law school’s web page for students.

Key National Referral Services

Suicide Prevention

National Suicide Prevention Lifeline, 1-800-273-TALK (8255), National, Toll-Free, 24 Hours
Dave Nee Foundation, 646-801-7392
Law Lifeline, 1-800-273-TALK (8255)

Chemical Dependency and Self-Help Sites

Addition Recovery Resources for Professionals, 540-815-4214
Alcoholics Anonymous (AA), 212-870-3400
American Medical Association, 800-621-8335
Center for Substance Abuse Treatment (CSAT), 240-276-1660
Cocaine Anonymous (CA), 310-559-5833
CODA Drug Abuse Hotlines, 1-877-446-9087

Crystal Meth Anonymous (CMA), 213-488-4455
Dual Recovery Anonymous (DRA), 913-991-2703
International Lawyers in A.A. (ILAA), 944-566-9040
Marijuana Anonymous (MA), 800-766-6779
Narcotics Anonymous (NA), 818-773-9999
National Clearinghouse for Alcohol and Drug Information(SAMHSA), 1-877-SAMHSA (726-4727)
National Institute on Drug Abuse (NIDA), 301-443-1124
Nicotine Anonymous (NA), 415-750-0328

Compulsive Gambling

Debtors Anonymous (DA), 781-453-2743
Gamblers Anonymous (GA), 213-386-8789

Eating Disorders

Anorexia Nervosa & Associated (Eating) Disorders (ANAD), 630-577-1330
Overeaters Anonymous (OA), 505-891-2664

Family Support

Adult Children of Alcoholics (ACOA), 562-595-7831
Al-Anon/Alateen, 757-563-1600
Nar-Anon Family Groups, 310-534-8188
Co-Dependents Anonymous (CODA), 888-444-2359
Co-Dependents of Sex Addicts (COSA), 763-537-6904

Mental Health Sites

Anxiety Disorders Association of America (ADAA), 240-485-1001
Journal of General Psychiatry (JAMA), 1-800-262-2350
Children and Adults with Attention Deficit/Hyperactivity Disorder(CHADD), 1-800-233-4050
Depression and Bipolor Support Alliance (DBSA), 800-826-3632
Lawyers with Depression
National Alliance on Mental Illness (NAMI), 800-950-6264
National Institute of Mental Health (NIMH), 1-866-615-6464
National Mental Health Association (NMHA), 703-684-7722

Sexual Addiction and Compulsivity

Sex Addicts Anonymous (SAA), 800-477-8191
Sex & Love Addicts Anonymous (SLAA), 210-828-7900
Sexaholics Anonymous (SA) 615-370-6062

I’m sure that I’ve missed a number of resources. I just finished attending a wellness tea brunch at a French patisserie with fresh baked goods and champagne so I’m incredibly relaxed (#selfcare). If you have more resources to add, please feel free to comment below. Let’s make this the best year yet for our students and for ourselves. If I can ever be an ear for anyone, I’m always available.

 

Happy New Year! I had another post planned but will post it tomorrow.

As we get ready for the next semester and look for new inspiration, we may want to learn about some best practices. Scott Fruehwald has posted his roundup of the best legal education articles of 2018 here. Since I couldn’t make it to AALS this year, I plan to spend part of my weekend digesting the articles mentioned in the post. Make sure you let him know of any articles that should be added to the list.