Emory’s Center for Transactional Law and Practice has extended the deadline for proposal submissions for the 8th Biennial Conference on the Teaching of Transactional Law and Skills, scheduled for October 6-7, 2023.  Quoting from the email message from Sue Payne, Katherine Koops, and Kelli Pittman:

We know that mid-August is a busy time.  Therefore, by popular demand, we are extending the deadline for submitting a proposal through August 31st.  Submit your proposal here.

We are also extending the deadline for you to nominate a colleague or yourself for the Tina L. Stark Award for Teaching Excellence through August 31st.  Submit your nominations here.

I know many of you have valuable things to offer at this conference, which always is among my favorites.  I have picked up wonderful ideas for my teaching–things I do not hear in other conferences. I hope you will submit a proposal and attend.

The PSLRA will allow defendants to escape liability for false projections if those projections are accompanied by “meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those in the forward-looking statement.” 15 U.S.C. § 78u-5(c).  Additionally, even outside the context of projection statements, warnings and disclaimers may be sufficient to render otherwise-misleading statements not “false” for securities law purposes.  See Omnicare v. Laborers District Council Construction Industry Pension Fund, 575 U.S. 175 (2015).  Yet, as I’ve previously blogged, courts often treat fairly meaningless verbiage as though it conveyed critical information.

The most recent example is Steamship Trade v. Olo, 2023 WL 4744197 (SDNY July 25, 2023).  Olo is a publicly traded company that provides software to restaurants. One of those was the Subway chain. At a time when Olo allegedly knew (but did not disclose) that Subway intended to terminate its contract, Olo’s officers made a bunch of projections of future growth, to wit:

Throughout 2022, we believe the main drivers of revenue growth will be ARPU expansion as well as increasing the number of active locations on the platform….

And for 2022, again, we’re targeting a similar number of net adds as we achieved in 2021. …

[W]hen we look at all those different avenues, more locations, more transactions per location and more revenue per transaction, there’s just a lot of levers that we can pull in order to maintain [a 30%] growth rate.

The court held that there were no misleading omissions because Olo’s projections were accompanied by a statement that:

there can be no assurance that we will be able to retain these customers or acquire new customers, deploy additional modules to these customers, or continue to increase the volume of transactions on our platform.

This is what the court calls meaningful. I defy anyone to explain what this could possibly communicate to an investing audience that they would not already know.  Of course clients might leave; would investors have otherwise assumed they were locked in a cage in Olo’s basement?  What possible work could these “warnings” have done that would have educated the listener?

Anyway, as I said before, it strikes me that courts are awfully skeptical of “generic” statements when plaintiffs use them for the basis of a claim (made clear most recently in the Goldman case, which I blogged about last week) but very quick to treat them as conveying meaningful information when defendants use them to fend off one.

Baylor Law is looking to hire for multiple tenure-track positions and for someone to lead our Academic Success Program this year.

Baylor Law School seeks candidates for three tenure-track positions to fill several curricular needs. We seek highly credentialed individuals with practical experience who are interested in teaching courses in Constitutional Law, Criminal Law and Procedure, Business and Transactional Law, and Intellectual Property (Patent). 

We also seek a motivated and experienced candidate with excellent teaching and collaborative skills to lead our Academic Success Program. The ideal candidate will be a creative, organized, and compassionate leader who is eager to engage extensively with students from matriculation through their admission into the bar. This position is a full-time faculty, non-tenure-track lecturer position. The successful candidate should be available to start ideally no later than January 1, 2024, but the start date is negotiable.

More information about the positions is available here: www.baylor.edu/law/facultystaff/index.php?id=980341

Baylor Law has a small student body and a collegial faculty deeply devoted to the mission of the Law School. Our primary focus is to train students to become practice-ready upon graduation. Please direct questions about our open positions to Laura_Hernandez@baylor.edu or Matthew_Cordon@baylor.edu.

Tulane University Law School invites applications from entry-level and early tenure track lateral candidates for one or more tenure-track faculty positions.  We welcome applications from candidates with teaching and research interests in all topics, but we are particularly interested in candidates who focus on commercial law, torts, civil/comparative law, race and the law, environmental law, constitutional law, and tax law.  Candidates who are not participating in the AALS faculty recruitment process should apply through Interfolio, at this link (https://apply.interfolio.com/127945).  Please direct any questions about this position to Adam Feibelman at afeibelm@tulane.edu. To learn more about the law school, visit our website at https://law.tulane.edu/. Tulane University is committed to creating a community and culture that foster a sense of belonging for all. We are a recognized employer and educator valuing AA/EEO, Protected Veterans, and Individuals with Disabilities. We encourage all qualified candidates to apply. We are intentionally seeking candidates who are committed to fostering equity, diversity, and inclusion in support of Tulane’s strategic initiatives. 

WASHINGTON UNIVERSITY IN ST. LOUIS HIRING ANNOUNCEMENT

August 17, 2023

Washington University School of Law invites applications from entry-level or lateral candidates for tenure-track and tenured positions, to begin in the fall of 2024. We are searching for entry level, tenure-track faculty, particularly in private law, as well as tenure-track or lateral appointments in family law, health law, intellectual property and/or technology and the law, and empirical legal analysis.

Candidates must have at a minimum a JD or, in certain cases, the equivalent in a related field. Entry level candidates should have strong scholarly potential and a commitment to excellence in teaching. Lateral candidates should have demonstrated scholarly excellence and evidence of teaching success. Strong candidates will demonstrate the ability to create inclusive classrooms and environments in which students can learn and thrive. Duties for all faculty will include engaging in research and producing scholarship, teaching assigned courses, advising students, and participating in law school and university governance and service. The committee will be reviewing entry-level applications submitted through the AALS Faculty Appointments Register, but we also invite submissions outside of the FAR process.

Candidates who are not applying through the FAR process may submit applications directly to Professor Adrienne Davis, Chair of the Appointments Committee, Washington University School of Law, by emailing them to lawappts@wustl.edu (please use only that e-mail address rather than emailing the chair or committee members materials directly). Although there is no deadline, lateral candidates and entry-level candidates not participating in the FAR process will have the best chance of full consideration if they are received as early as possible in September. Application materials should include a cover letter, a resume that includes at least three references, and a job-talk paper if available.

Washington University in St. Louis is committed to the principles and practices of equal employment opportunity. 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. Our Chancellor’s statement on diversity can be found here.

The Maurice A. Deane School of Law at Hofstra University is pleased to invite applications for up to three entry-level or junior lateral tenure-track faculty members, to begin in Fall 2024. We seek candidates with a strong record or promise of significant scholarship and a demonstrated commitment to excellence in teaching who will bring diverse experiences and perspectives to enrich our law school community. We are seeking candidates across all subject areas, with particular interest in candidates who will teach courses in the following areas: Civil Procedure; Constitutional Law; Contracts; Criminal Law; Property; and Torts. We are also interested in candidates with research and teaching interests in Environmental Law and in Technology and the Law.

The Associate Professor of Law will be responsible for, but not limited to, the following:

  • Teaching substantive courses in agreed-upon doctrinal areas
  • Research, publishing and contributing to the national and local legal scholarly community
  • Supporting efforts to create a diverse, equitable, and inclusive environment for faculty, staff, and students.

MINIMUM QUALIFICATIONS:

  • Juris Doctor degree

APPLICATION INSTRUCTIONS:

Applications should be submitted electronically at https://hofstra.peopleadmin.com and include the following: a letter of application, CV, scholarly agenda, proposed job talk topic or paper, and the names and contact information for three professional references. Successful candidates will be required to provide official academic transcripts and professional letters of recommendation.

Questions may be directed to Daniel Greenwood, Chair of the Faculty Appointments Committee at Daniel.Greenwood@hofstra.edu. 

Review of applicants will begin immediately and continue until the positions are filled. Due to volume of applications, only candidates selected for an interview will be contacted to participate in additional application processes as specific needs arise.

Florida State University College of Law invites entry-level and lateral candidates to apply for tenure-track and tenured positions to begin August 2024. Candidates in all academic areas are encouraged to apply, although business law subjects will be hiring priorities.

FSU Law also invites applications and nominations for the Tobias Simon Chair in Public Law. The Chair was established in honor of Tobias Simon, a well-known civil rights lawyer and late professor at the College of Law. Candidates must hold a J.D., Ph.D., or equivalent degree, have significant experience (5 years minimum) in teaching and/or practice, and be qualified for appointment as a tenured, full professor. Candidates must have a distinguished publication record in a public law field, including, but not limited to, civil rights and civil liberties, international law, and public policy.

If interested in either/both opportunities, please send a letter of application and curriculum vitae to:

Professor Wayne Logan, Chair
Appointments Committee
Florida State University College of Law
Tallahassee, FL 32306-1601
wlogan@law.fsu.edu

FSU is an Equal Opportunity/Access/Affirmative Action/Pro Disabled & Veteran Employer.

FSU’s Equal Opportunity Statement can be viewed at: www.hr.fsu.edu/PDF/Publications/diversity/…

There are quite a number of law schools hiring in the business law area this year, but if you are on the market, do not forget about business schools. Below are a few recent postings:

Baylor University (Chair in Accounting & Business Law)

Fairfield University

Indiana University

Middle Tennessee State University

University of Pennsylvania (Wharton)

University of St. Thomas (St. Paul, MN)

And here are my thoughts (from a decade ago!) on the differences I found moving from law school teaching to business school teaching. 

 

A new opinion this week tells us that “Defendant, Intermed Resources TN, LLC, [is] a Tennessee limited liability company that markets medical equipment.”  Camber Spine Technologies v. Intermed Resources TN, LLC, No. CV 22-3648, 2023 WL 5182597, at *1 (E.D. Pa. Aug. 11, 2023). The opinion later, though, tells us that Intermed is a “Tennessee limited liability corporation.” It was right, before it was wrong. 

The United States Supreme Court has told us that the test for general personal jurisdiction for LLCs is the same test that is used for corporations. Daimler AG v. Bauman, 571 U.S. 117, 123 (2014). Unfortunately, in that case, Justice Ginsburg referred to “MBUSA” as “a Delaware limited liability corporation.” MBUSA is an LLC, not a corporation. It’s a little less clear in cases of specific jurisdiction, so there is least some potential litigation value in the getting this right, in addition the more general principle of being accurate. 

Camber Spine was one the case calling an LLC a corporation that I found this week. Last week there were four more: 

  1.  Ocean Tomo LLC v. Golabs, Inc., No. 22 C 4966, 2023 WL 4930348, at *2 (N.D. Ill. Aug. 2, 2023) )” Plaintiff is a limited liability corporation with a principal place of business in Illinois . . . .”). 
  2. Jackson v. Reliance Constr. Servs., LLC, No. 1:20-CV-799, 2023 WL 4933269, at *2 (S.D. Ohio Aug. 2, 2023) (“Defendant Reliance Construction is a limited liability corporation that is currently unrepresented.”).
  3. Universitas Educ., LLC v. Benistar, No. 3:20-CV-00738 (KAD), 2023 WL 4932034, at *4 (D. Conn. Aug. 2, 2023) (“Greyhound Partners is a Connecticut limited liability corporation with the following current members: Greyhound Management Inc. and Constance Ann Carpenter.”) 
  4. NetApp, Inc. v. Cinelli, No. 2020-1000-LWW, 2023 WL 4925910, at *12, n.172 (Del. Ch. Aug. 2, 2023) (citing “Metro Communication Corp. BVI v. Advanced Mobilecomm Techs. Inc., 854 A.2d 121, 153-55 (Del. Ch. 2004)  and stating that “imputing fraud to the corporation where the manager of a limited liability corporation designated by the corporation made false statements.”)

I suppose it is painfully obvious I am not going to let this go. If nothing else, these cases are reinforcing the need for my new paper, with Samantha Prince (available on SSRN): An LLC By Any Other Name Is Still Not A Corporation. We’re still talking to editors for those interested in helping us clean up this mess.  One day, we hope to put an end to this madness.

Touro University Jacob D. Fuchsberg Law Center Seeking to Fill
Two Tenure Track Positions in Business Organizations and Criminal Law/Evidence

 The Touro University Jacob D. Fuchsberg Law Center is pleased to announce that it is currently seeking outstanding applicants for two tenure-track appointments to its full-time faculty starting in August 2024. The law school welcomes applications from candidates interested in teaching Business Organizations, Criminal Law, and Evidence.

Ideal candidates must have a J.D. degree from an ABA accredited law school and a commitment to teaching in an environment dedicated to excellence in teaching and mentoring of students. We look for innovative faculty with a preference for both practice and teaching experience. Applicants must demonstrate a commitment to service to legal education and to the wider community as well as a desire to engage in the intellectual life of the Law Center. With one of the most diverse student bodies in the country, Touro Law Center is dedicated to the aims of diversity and strongly encourages applications from women and minorities.  Applicants are expected to be willing and capable of teaching in-person and remotely and be familiar with best practices in both modalities. 

Touro Law Center, a member of the Association of American Law Schools (AALS), is part of the Touro University. Established in 1970 to focus on higher education for the Jewish community, the Touro University has grown to serve a widely diverse population. We are uniquely attuned to the importance of an education for students of all backgrounds and circumstances.

Located on beautiful and historic Long Island with its many beaches, coastlines, and parks, Touro Law Center has a unique location directly across the street from the federal and state courts, providing substantial opportunities for teaching and learning. Within the New York City metropolitan area, we are a train ride to Manhattan and an even shorter train ride to JFK Airport.

If interested, please apply through the portal here. (If the link does not immediately open for you, please hit “ctrl” and then click the link to open the page.) Questions about the position may be directed to Professor Laura Dooley, Chair, Faculty Appointments Committee at ldooley@tourolaw.edu.