As the world watches this unfold, I figured I’d blog this week to make a point I’ve expressed in other spaces (Twitter, etc), but I haven’t articulated here.

Where we are in this saga:  Musk sent a letter to Twitter on July 8, publicly filed with the SEC, purporting to terminate the merger agreement due to what he claimed were three contract breaches by Twitter.  First, Twitter falsely represented the amount of spam/bots on the platform; second, Twitter failed to provide information to Musk that was necessary to consummate the transaction (i.e., information about the amount of spam on the platform); third, Twitter failed to operate in the ordinary course by instituting a hiring freeze and laying off some employees. 

Twitter filed a lawsuit against Musk on July 12 seeking specific performance, arguing that it had not breached the agreement and that Musk, himself, was in breach, by failing to use his best efforts to consummate the deal as he promised to do.  (Links to case filings, by the way, are taken from this handy archive set up by Andrew Jennings.)

Musk filed an answer with counterclaims yesterday, but it’s under seal, so we’ll have to wait for a public version before we get a more complete account from him, but – at least based on what we know now – the dispute in this case is about who breached first. 

As has been widely reported, Musk’s arguments appear quite weak (with all due caveats about facts that may come out in the future, based solely on what has been publicly disclosed up until now, etc etc).  Stephen Bainbridge has a good break down here, but quickly:

Let’s just get the ordinary course thing out of the way – at least in his opposition to Twitter’s motion to expedite, Musk didn’t seem to be pressing on it very hard, and the fact is, the merger agreement has very seller-friendly language in which Twitter only promised to use “commercially reasonable efforts to conduct the business of the Company and its Subsidiaries in the ordinary course of business.”  Given the state of the economy and the industry, a hiring freeze and layoffs seems consistent with commercial reasonableness, and the Delaware Supreme Court has already suggested that what is “commercially reasonable” is gauged by references to peers, so it’s unlikely this has legs.

Which means the case is about the spam.  Did Twitter misstate its spam?  Or did it deny Musk information he was entitled to receive about spam?

Now, even if Twitter did misrepresent the amount of spam on the platform, that alone is not grounds to walk away; Musk would further have to show either that the misrepresentation was intentional, and that he relied on it (the common law rule about fraud in contracting), or that the misrepresentation (whether or not intentional) was so egregious that it caused a material adverse effect (which is the standard set forth in the merger agreement), and so far, there’s no evidence of any of that. 

But there’s also a good argument that Twitter did not make any false representations about spam in the first place, and Musk cannot show that it did.  There’s nothing in the merger agreement about spam; what the merger agreement says is that Twitter’s SEC filings are accurate.  Here’s what those SEC filings say:

There are a number of false or spam accounts in existence on our platform. We have performed an internal review of a sample of accounts and estimate that the average of false or spam accounts during the fourth quarter of 2021 represented fewer than 5% of our mDAU [monetizable daily active users] during the quarter. The false or spam accounts for a period represents the average of false or spam accounts in the samples during each monthly analysis period during the quarter. In making this determination, we applied significant judgment, so our estimation of false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or spam accounts could be higher than we have estimated. We are continually seeking to improve our ability to estimate the total number of spam accounts and eliminate them from the calculation of our mDAU, and have made improvements in our spam detection capabilities that have resulted in the suspension of a large number of spam, malicious automation, and fake accounts. We intend to continue to make such improvements. After we determine an account is spam, malicious automation, or fake, we stop counting it in our mDAU, or other related metrics.  We also treat multiple accounts held by a single person or organization as multiple mDAU because we permit people and organizations to have more than one account. Additionally, some accounts used by organizations are used by many people within the organization. As such, the calculations of our mDAU may not accurately reflect the actual number of people or organizations using our platform.

Notice here that Twitter is not making a specific representation about spam or bots; it’s representing that it conducts an analysis, that analysis reached a result, and that result could be wrong.  Even if Musk got the data he wants, conducted his own analysis, and reached a different result, that still would not show that Twitter’s actual representation was false. 

(The July 8 letter also alleged that Twitter continued to include accounts identified as spam in the mDAU despite claims not to do so, but I don’t see that allegation repeated in Musk’s Chancery filings so far. We’ll see if that pops up again in the answer).

As for Musk’s rights to information, he’s only entitled to information “for any reasonable business purpose related to the consummation of the transactions,” and even that with lots of caveats (Twitter can deny information if it would be disruptive, cause competitive harm, etc).  And his demand for increasingly detailed spam information – Twitter is already providing him with reams of data – hardly seems like it falls in that category.  (As Twitter argued in its complaint at ¶96, he wants this information to find an excuse to blow up the deal, not to close it).

In Delaware Chancery, the parties first sparred over a trial date – Musk wanted February, Twitter wanted September – and Chancellor McCormick decided that a five-day trial would be held in October.

Next, the parties sparred over the exact dates in October (Musk wanted the week of October 17, Twitter preferred October 10 but was amenable to October 17 with assurances that the trial length would remain 5 days), and McCormick ordered a trial from October 17-21.

But the important thing to note – and this is the reason I’m posting – is that the significance of these skirmishes is not the trial date per se.  The significance is what the trial is about.  Musk claims he needs a prolonged schedule in order to obtain data from Twitter and employ significant computing power/expertise to analyze it and identify spam.  Twitter, by contrast, claims that no spam information is even necessary because it never made any representations about spam, and therefore this can all be resolved quickly.  As Twitter’s counsel put it in a scheduling hearing on July 19, “When the Court consults page 5 of Twitter’s 10-K, it will see that it says … Twitter has a system for monitoring false or spam accounts. It is a system that requires judgment. It yields the outcome that fewer than 5 percent of users are false or spam accounts, but it may well be wrong. The number, the disclosure expressly says, could be higher.  That is what we are testing, Your Honor. And this does not require a recreation of all things known to humanity.”

And all this was also teed up in the parties’ arguments about trial dates; even though there’s very little difference between October 10 and October 17, both of them were simultaneously shoehorning in arguments over the scope of discovery.  Musk accused Twitter of refusing to produce voluminous amounts of raw data; Twitter responded that Musk’s requests were “irrelevant to Twitter’s complaint and Musk’s asserted bases for attempting to terminate. The vast amount of data related to Twitter’s user activity and platform that Musk seeks has no apparent connection to any term of the merger agreement.”

McCormick was only being asked to set a schedule, but the subtext was, that schedule must be informed by the scope of discovery.  McCormick clearly understood that, because in her order, she stated she had not “resolve[d] any specific discovery disputes, including the propriety of any requests for large data sets,” though she did limit the parties to 25 interrogatories (Twitter claims that Musk has already served 68 interrogatories, see ¶17).  And, recognizing the sensitivity of discovery issues in this case, McCormick set out a procedure for the parties to try to address any discovery disputes before bringing them to the court, involving each side designating a Delaware lawyer to review its side’s privilege logs, and designating a lawyer who will serve as the party’s “Discovery Liaison.”  Per The Chancery Daily, this procedure has been used before in a case with significant discovery disputes.

So McCormick has avoided weighing in on the scope of discovery thus far, without much of a record or briefing before her, though she has tilted towards Twitter’s view of the matter.  Sooner or later, though, McCormick will likely have to decide a discovery motion regarding exactly the kind of data Twitter is required to produce.  And while discovery disputes are usually rather ho-hum matters for those of us watching from the cheap seats, in this case, discovery could, as a practical matter, end the case.  Twitter can and will argue that it need not produce extensive datasets because Musk has not demonstrated that the amount of spam on the platform is relevant to the merger agreement (or at the very least, because Musk already has the information he needs), and if McCormick agrees, she’s functionally cut the legs out from under Musk’s entire bases for claiming Twitter breached first.  And while I wouldn’t read too much into a decision by McCormick that allows Musk some leeway on this, if she orders production of large amounts of new data, that suggests she thinks there may be some merit to Musk’s claims.  (Or, at least, that she wants publicly to be seen as fair, and not provide a basis for Supreme Court reversal, in a high profile case. Hard to say.)

So.  That’s my point.  It’s not about the dates; it’s about how much this trial really will test Twitter’s spam counts.  There’s a plausible path for Twitter to win long before trial begins, and schedules – and more importantly, discovery disputes – can be viewed through that lens. 

Millions of law school graduates around the US just took the bar exam. Others are preparing to enter colleges and graduates schools in a few weeks. How will these respective groups do? While a lot depends on how much and how well they study, a large part of their success or failure may depend on how they’ve been taught. I recently posted about how adults learn and what the research says we should do differently. In this post, I’ll show how I used some of the best practices in the last ten days when I taught forty foreign lawyers from around the world  and thirty college students in separate summer courses offered by the University of Miami as well as nine Latin American lawyers who were taking courses in business law from a Panamanian school. I taught these disparate groups about ESG, disclosures, and human rights. With each of the cohorts, I conducted a simulation where I divided them into groups to prioritize issues based on whether they were a CEO, an investor, a consumer, the head of an NGO, and for the US college students, I added the roles of a member of Congress or influencer. In a future post, I will discuss how the groups prioritized the issues based on their demographics. Fascinating stuff. 

Depending on what you read, there are six key principles related to adult learning:

1. It seems obvious, but adults need to know why they should learn something. Children learn because they are primed to listen to authority figures. Too often in law school or corporate training, there’s no correlation to what they learn and what they actually do. When I taught the two groups of foreign lawyers, I talked about the reality and the hype about ESG and how the topic could arise in their practices with specific examples. When I spoke to the college students who were considering law school, I focused on their roles and responsibilities as current consumers and as the future investors, legislators, and heads of NGOs. Same powerpoint but different emphasis.

2. Adults are self-directed. Under one definition, “self-directed learning describes a process by which individuals take the initiative, with or without the assistance of others, in diagnosing their learning needs, formulating learning goals, identifying human and material resources for learning, choosing and implementing appropriate learning strategies, and evaluating learning outcomes.” This may seem radical because many of my colleagues complain that today’s students need a lot of hand holding and spoon feeding, and I agree to some extent. But I also think that we don’t give students enough credit and we underestimate them. I developed my curriculum for the practicing lawyers but I also asked what they wanted to learn and what would be most useful for them. I only had a few hours with them, so I wasn’t able to explore this much as I would have. But in some of my traditional courses at the law school and when I train adults in other contexts, I often give a choice of the exam type and topic. This ensures that they will submit a work product that they are passionate about. At the end of my traditional classes at the law school, I also ask them to evaluate themselves and me based on the learning outcomes I established at the beginning of the semester. They tend to be brutally honest about whether they’ve taken responsibility for their own learning.

3. Adults filter what we tell them through their life experiences. In my traditional classes, I send out a survey to every student before the semester starts so that I understand their backgrounds, perspectives, and what’s important to them. I often pick hypotheticals in class that directly address what I’ve learned about them through the surveys so it resonates much more clearly for them. With my three groups this week, I didn’t have the chance to survey them but I knew where they were all from and used examples from their countries of origin, when I could. When the college students entered the Zoom room, I asked them to tell me why they picked this class. This helped me understand their perspectives. I also picked up on some of their comments during discussion and used those data points to pivot quickly when needed. It would have been easy to focus on my prepared lecture. But what does ESG mean to a lawyer in Bolivia, when that’s not a priority? College students quickly grasped the context of socially responsible investing, so I spent more time there than on the Equator Principles, for example. The cultural and generational differences were particularly relevant when talking about the responsibility of tech companies from a human rights perspective. The lawyers and students from authoritarian regimes looked at social media and the power to influence the masses in one way, while the college students saw the issues differently, and focused more on the mental health issues affecting their peers. Stay tuned for a future post on this, including interesting discussion on whether Congress should repeal Section 230.

4. Adults become ready to learn only when they see how what they are learning applies to what they need to do at work and at home. With the foreign lawyers, I focused on how their clients could have to participate in due diligence or disclosure as part of a request from a company higher up in the supply chain. I focused on reputational issues with the lawyers who worked at larger companies. College students don’t deal with supply chains on a regular basis so I spent more time focusing on their role as consumers and their participation in boycotts at their universities and their activism on campus and how that does or does not affect what companies do. 

5. Adults need a task-centered or problem-focused approach to learning. I had to lecture to impart the information, but with each group, they learned by doing. I had 12 hours with the Latin American lawyers so to test them on their understanding of US business entities, instead of having them complete a multiple choice quiz, I asked them to interview me as a prospective client and develop a memo to me related providing the advice, which is what they would do  in practice. They, with the other groups, also prioritized the issues discussed above from their assigned roles as CEO, NGO head, institutional investor, or consumer. When I teach my compliance course to law students, they draft policies, hold simulated board meetings, and present (fake) CLEs or trainings. My business and human rights students  have the option to draft national action plans, write case studies on companies that they love or hate, or write develop recommendations for governments for their home country. Students are much more likely to engage with the material and remember it when they feel like they are solving a real problem rather than a hypothetical.

6. Adults need extrinsic and intrinsic rewards. Everyone I taught this week will get some sort of certificate of completion. But they all chose to take these courses and those who weren’t part of the UM program either self paid or were reimbursed by their employers. None of them were required to attend the classes, unlike those in elementary and high school. When students choose a course of study and learn something relevant, that’s even more important than the certificate or diploma. 

I hope this helps some of you getting ready for the upcoming semester. Enjoy what’s left of the summer, and if you try any of these suggestions or have some of your own, please leave a comment.

 

A vanishingly small cadre of investor protection clinics now exist at law schools across the United States.  Most are on the east coast with the greatest concentration of clinics in and around New York City.  Pace’s Jill Gross wrote the leading history of the rise and possible extinction of these clinics. The major problem has always been funding.  I ran one at Michigan State before taking my first tenure-track teaching post.  We recovered hundreds of thousands for ordinary people.  It closed after I left for lack of funding.

In 2018, the SEC’s Investor Advisory Committee formally recommended financial support for investor clinics.  Four years later, help sits just over the horizon.  Earlier today, Nevada’s Senator Cortez Masto introduced legislation to create a sustainable funding mechanism for investor protection clinics.  Similar legislation has also been introduced in the House by Illinois Congressman Mike Quigley.

The proposed legislation would allow the SEC to administer grants roughly similar to what the IRS already does for tax clinics.  This would create sustainable support for these clinics and ensure that services remain available.

A few years back, I ran an investor clinic at UNLV.  We had some notable successes, including this $40,000 win over Wells Fargo.  But we were not able to keep the clinic open at UNLV because we lacked the resources to run it on a year round basis.  The law school has embraced a hybrid model.  Many semesters, I’ll teach securities regulation, business organizations, or professional responsibility.  Other semesters the law school needs me to provide some kind of clinical course for our students.  As securities arbitration cases generally take about eighteen months to resolve, they don’t fit neatly into a program that starts and stops with semesters.  Doing this work requires the ability to carry cases on an ongoing basis.

If the legislation passes, we’d be able to staff up and help so many more people.  Some of the work involves bringing claims through FINRA arbitration.  But that isn’t all that these clinics do.  Often, investors have losses and want help understanding what happened.  These clinics provide a valuable resource for people to figure out whether they have a claim.

The University of Kansas School of Law invites applications for two tenure-track, associate professor positions to begin fall 2023.  We invite entry-level and junior-lateral candidates in the areas of business, corporate, finance, and transactional law for the first position and entry-level candidates from all subject areas for the second position.  Qualified candidates who will contribute to the diversity of our law school community, including a diversity of scholarly approaches, are especially encouraged to apply.
 
Applicants must possess a J.D. from an accredited U.S. law school or equivalent degree, and must demonstrate strong scholarly potential and a commitment to excellence in teaching.  The School actively seeks applications from members of groups that are underrepresented in higher education.

Review of applications begins August 25 and will continue until the positions are filled. Initial interviews will be conducted via Zoom. We will review candidate materials posted in the AALS Faculty Appointments Register (FAR), and also invite applications from candidates not participating in the FAR. Applications must be submitted online:  

and should include a cover letter, a CV/resume, a detailed statement of research interests/future plans, a statement related to diversity, a writing sample, and the names of three references. Materials such as teaching evaluations or additional samples of scholarly work may be requested of candidates at a later date. For fullest consideration, candidates not participating in the FAR should apply by August 25, 2022.
 
Contact:  Professor Kyle Velte, Chair, Appointments Committee, kvelte@ku.edu  

KU is an EO/AAE, full policy at http://policy.ku.edu/IOA/nondiscrimination

POSITION: TENURE-TRACK PROFESSOR OF LAW

STETSON UNIVERSITY COLLEGE OF LAW seeks to fill at least three entry-level tenure-track positions.  While our needs are flexible, we are particularly focused on Contracts, Torts, and Legal Research and Writing, as well as the areas of the Uniform Commercial Code, Professional Responsibility, Intellectual Property (emphasis on Patent Law), and Health Law. We may also have a need for Spring 2023 visitors in Legal Research and Writing and Torts. Other doctrinal areas may be considered depending on our developing institutional needs.

Located in Florida’s Tampa Bay area, the nation’s nineteenth largest metro area, Stetson was established in 1900 and is Florida’s oldest law school. Our main campus is in Gulfport, just outside St. Petersburg. We also have a part-time program with classes on both the main campus and our satellite campus in downtown Tampa. Stetson has earned a national reputation for its advocacy program, which is ranked #3 in U.S. News and World Report, and its elder law and higher education programs, with Centers for Excellence in Advocacy, Elder Law, and Higher Education Law and Policy. Stetson also has achieved a national reputation in legal writing, with its legal writing program also ranked #3 in the nation by U.S. News and World Report. Stetson is the home for the Institute for the Advancement of Legal Communication, the Institute for Biodiversity Law and Policy, and the Veterans Law Institute.

Stetson nurtures a vibrant intellectual community, situated on a beautiful campus. We encourage potential applicants to visit our website at https://www.stetson.edu/portal/law/ to learn more about our school, our community, and our programs. The law school is a part of Stetson University, which is located in DeLand, Florida, approximately three hours from the law school. The University features include a College of Arts and Sciences, a School of Music, and a School of Business Administration, the latter of which supports the law school’s JD/MBA program.

Stetson encourages applications from women, persons of color, LGBTQ+ candidates, and others who will contribute to our stimulating and diverse cultural and intellectual environment. Applicants must have a strong academic record and be committed to outstanding teaching and scholarship. Stetson’s Equal Employment Opportunity policy is available at https://www.stetson.edu/administration/human-resources/media/hotline/eeo-non-discrimination.pdf.

SALARY: Salary is competitive

STARTING DATE: August 2023

APPLICATION:

Applicants should send a cover letter indicating teaching and scholarly interests, a current curriculum vitae, and contact information for at least three professional references to Professors Jason Palmer and Rebecca Morgan at facultyappointments@law.stetson.edu or by standard mail to Professors Palmer and Morgan at Stetson University College of Law, 1401 61st Street South, Gulfport, FL 33707. The Faculty Appointments Committee will continue to review applications until positions are filled.

INSTITUTE FOR LAW & ECONOMICS (ILE)
AT
THE UNIVERSITY OF PENNSYLVANIA CAREY LAW SCHOOL

INAUGURAL JUNIOR FACULTY BUSINESS AND FINANCIAL LAW WORKSHOP

CALL FOR PAPERS

The Institute for Law & Economics (ILE) at The University of Pennsylvania Carey Law School is pleased to announce its inaugural Junior Faculty Business and Financial Law Workshop. The Workshop will be held in person on December 8, 2022 at Penn Law School, unless pandemic protocols require otherwise.

The Workshop supports and recognizes the work of untenured legal scholars in accounting, banking, bankruptcy, corporations, economics, finance and securities regulation and litigation, while promoting interaction among them and selected tenured faculty and practitioners. By providing a forum for the exchange of creative ideas in these areas, ILE also aims to encourage new and innovative scholarship in the business and financial arena.

Approximately 6-8 papers will be chosen from those submitted for presentation at the Workshop pursuant to this Call for Papers. At the Workshop, one or more senior scholars and practitioners will provide comments , followed by a general discussion of each paper among all participants. The Workshop audience will include invited untenured academics, faculty from Penn Law School, Penn’s Wharton School and other institutions, practitioners, and invited guests.

Scholars who hold a full time academic appointment but have not yet received tenure as of the submission date are cordially invited to submit summaries or drafts of their papers. Although work that is published work or is expected to be published by the date of the Workshop is not eligible for submission, submissions may include work that has been accepted for publication so long as such work is still capable of incorporating substantive edits. ILE will cover reasonable travel/ hotel and meal expenses of all selected presenters.

Those interested in presenting a paper at the Workshop should submit an abstract, summary or draft, preferably by e-mail, on or before September 1, 2022. Direct your submission, along with any inquiries related to the Workshop, to:

Professor Lisa M. Fairfax
University of Pennsylvania Carey Law School
3501 Sansom Street Philadelphia, PA 19104-6204
fairfaxl@law.upenn.edu

Submissions will be selected after review by the ILE co-directors . Authors of accepted submissions will be notified by October 7, 2022. Please feel free to pass this Call for Papers along to any colleagues who may be interested.

A while back, I posted about the SEC’s proposal to adopt new rules on private investment funds.  Among other things, the SEC expressed concern about “side letters,” namely, tailored agreements with specific investors in particular funds, giving those investors preferential terms regarding information, redemption rights, and similar matters, as compared to other investors in the same fund.

Which is why it’s very timely that two new papers have been posted to SSRN conducting empirical analyses of what these side letters contain.

The first, Side Letter Governance, by Elisabeth de Fontenay and Yaron Nili and forthcoming in the Washington University Law Review, finds that side letters rarely offer financial preferences; instead, fund sponsors favor particular investors by other means, such as separate accounts and co-investment opportunities.  They do, however, find that side letters have become overly complex and difficult to negotiate, in part because each investor wants to make sure that it is not placed at a disadvantage relative to other investors in the fund.  They recommend, among other things, that all side letters be disclosed to other fund investors, and that certain provisions – concerning investors’ tax and regulatory concerns – be standardized across different investor types.

The second, Shadow Contracts, by Jessica S. Jeffers & Anne M. Tucker and forthcoming in the University of Chicago Business Law Review, focuses specifically on side letters in impact investing.  They also conclude that side letters have become overly complex due to a lack of standardization and transparency, but point out that side letters associated with impact investing impose additional costs because investors have different idiosyncratic goals.  They argue that the norms developed for private equity around confidentiality are a poor fit for the impact space, and, unlike de Fontenay and Nili, find that a significant percentage of side letters do confer financial benefits on favored investors, such as fee reductions and guaranteed co-investment opportunities.

With so much investment moving into the private space, it is critical that we have more visibility into how these markets operate; these papers provide valuable insight.

The AALS Section on Securities Regulation invites submissions from junior scholars (defined as those who have been in a tenure-track position for 7 or fewer years) for its Emerging Voices session at the 2023 AALS annual meeting. The session will be held in-person on Saturday, January 7 from 3:00 – 4:40 p.m (PST). The session brings together junior and senior securities regulation scholars for the purpose of providing junior scholars feedback on their scholarship and helping them prepare their work for submission for publication. Junior scholars’ presentations of their drafts will be followed by comments from senior scholars and further audience discussion.

If you would like to present your draft as a junior scholar, by August 31, 2022, please send your draft to Professor Benjamin Edwards (Benjamin.Edwards@unlv.edu). We welcome submissions at any stage of development, although preference may be given to more fully developed papers over abstracts and paper proposals. The authors of the selected papers will be notified by mid-September 2022. 

If you would like to volunteer to provide feedback as a more senior scholar, please let Professor Edwards know, at Benjamin.Edwards@unlv.edu, by August 31, 2022. Thank you in advance for your generosity.

On behalf of the Section on Securities Regulation

Chair: Kristin N. Johnson (Emory University)
Chair-Elect: Benjamin P. Edwards (UNLV)

Members of the Executive Committee:
Gina-Gail S. Fletcher, Duke University School of Law

Michael D. Guttentag, Loyola Law School, Los Angeles

Usha R. Rodrigues, University of Georgia School of Law

Marc I. Steinberg, SMU Dedman School of Law

Andrew Tuch, Washington University in St. Louis School of Law

POSITION NOTICE

FACULTY POSITIONS
The University of Tennessee
College of Law

THE UNIVERSITY OF TENNESSEE COLLEGE OF LAW invites applications from both entry-level and lateral candidates for up to four full-time, tenure-track faculty positions to begin at the start of the 2023-24 academic year. The College is interested in candidates with scholarly aptitude and experience in one or more of the following curricular areas:

  • Advocacy Clinic (a civil, juvenile, and criminal law direct legal services clinic)
  • Business law (including business associations and contracts)
  • Criminal law (both substantive and procedural)
  • Environmental law
  • Estate planning and tax
  • Health law
  • Property
  • Technology and data privacy

All positions require a J.D. or equivalent law degree. Successful applicants must have an impressive academic background. Candidates also must have a strong commitment to excellence in teaching, scholarship, and service. Significant professional experience is desirable. 

In furtherance of the University’s and the College’s fundamental commitment to diversity in our faculty, student body, and staff, we strongly encourage applications from people of color, women, individuals with disabilities, LGBTQ+ people, veterans, and others whose background, life experiences, viewpoints, or philosophy would contribute to the diversity of our faculty, curriculum, and programs.

The University of Tennessee, Knoxville, is an R1, land-grant university located in Knoxville, Tennessee. The City of Knoxville is a hidden gem with a beautiful and walkable downtown, varied nightlife, active neighborhoods, and eclectic shopping and restaurants. UT is located within easy driving distance to Asheville, Nashville, Atlanta, and the Great Smoky Mountains.

Applications must be submitted through http://apply.interfolio.com/109970. Applicants should submit a letter of interest, including the subjects the candidate is interested in teaching, a CV, and the names and contact information for three references. While applications will be considered on a rolling basis, applicants should submit their materials no later than September 1, 2022, for best consideration. For questions, please contact Professor Michelle Kwon, Chair of the Faculty Appointments Committee, mkwon2@utk.edu.

The University of Tennessee is an EEO/AA/Title VI/Title IX/Section 504/ADA/ADEA institution in the provision of its education and employment programs and services. All qualified applicants will receive equal consideration for employment and admission without regard to race, color, national origin, religion, sex, pregnancy, marital status, sexual orientation, gender identity, age, physical or mental disability, genetic information, veteran status, and parental status.