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Miami in February. Sunhine. Mojitos. Superbowl Party. Contracts.

Yes. All of these things go together.

Registration is Now Open for Future Contracts Miami!

We’re thrilled to announce that the University of Miami School of Law will host the inaugural Future Contracts Miami conference on February 10-11, 2025!

Featured Topics

How AI is reshaping contracts for law firms and in-house

How UM Law is preparing future lawyers in the age of AI

The rise of contract standardization

Featured Speakers

Darryl Chiang, Director of Legal at Google
Juliet Astbury, Corporate Practice Leader, Dentons
Isabel Parker, Chief Innovation Officer, White & Case
Kyle Pankratz, VP Legal Operations, Mastercard
and so many more!

Event Details

February 10th-11th, 2025

University of Miami Shalala Student Center
1330 Miller Drive, Coral Gables, FL  33146

Featured Event Sponsors

Law Insider
HarveyAI
SimpleDocs

Exclusive Alumni Tickets

Thanks to our sponsors, we’re able to offer 40 FREE all-access passes* (including the Super Bowl Watch Party on Sunday, February 9th): 
 
Register here for your complimentary ticket

See you in Miami!

In law school, students take a professional responsibility exam and then take the MPRE exam. After graduation, they sit through (often boring) continuing legal education courses and try to get that precious ethics credit.

I don’t teach professional responsibility anymore, although I do speak about ethics in my Compliance, Corporate Governance, and Sustainability and my Business and Human Rights courses.

But as business professors, I’m not sure that we spend enough time talking about business ethics. Yes, it’s important to know about conflicts of interests but do we know how to advise our business clients on the issues that affect them?

I get to flex my “ethics” muscles in an interdisciplinary Innovation, Technology, and Design program housed in our School of Engineering, where I teach a course on Ethics, Equity, and Responsibility- basically Ethics and Technology.

They say grading is the worst part of being a professor.

But not this week.

My students in the ITD class brought me to tears reading their final exams.

I was impressed by their projects on regulating technologies like social media, cloning, AI, and robotics, and by their business plans and pitches for new innovations.

I would invest in some of them today if…

In my previous post on a November 7th Society of Corporate Compliance and Ethics (SCCE) panel on ESG through the life cycle of a business, I outlined the shifting landscape of ESG in the wake of recent regulatory and social developments in the U.S. This follow-up provides more detail on the insights shared by my fellow panelists, Eugenia Maria Di Marco and Ahpaly Coradin, who explored ESG in the contexts of startups, international markets, private equity, and M&A. As President-elect Trump continues to name cabinet members and advisors, I and others expect that ESG issues will continue to be a hot button issue here in the US.

Ahpaly shared his perspective on ESG trends, particularly in private equity. Although he acknowledged that in the US, interest in ESG is waning, many PE firms still screen for ESG risks at the initial target selection stage and during due diligence. Larger firms see market positioning and risk mitigation as the main benefits of ESG. However, revenue growth and capital allocation are not primary motivators due to the lack of data. He noted that many limited partners are increasingly deploying capital away from sectors like tobacco, alcohol, and to a lesser…

A law firm recently reached out to me to conduct a CLE on Mental Health Challenges in the Age of AI. It was an interesting request. I’ve spoken about AI issues on panels, as a keynote speaker, and in the classroom, and I wrote about it for Tennessee Journal of Business Law. I also conduct workshops and CLEs on mental health in the profession. But I’ve never been asked to combine the topics. 

Before I discussed issues related to anxiety about job disruption and how cognitive overload affects the brain, I spent time talking about the various tools that are out there and how much our profession will transform in the very near future.

If you’re like many lawyers I know, you think that AI is more hype than substance. So I’ll share the information I shared with the law firm.

According to a  2024 Bloomberg survey on AI and the legal profession, 69% of Bloomberg survey respondents believe generative AI can be used ethically in legal practice. But they harbor “extreme” or “moderate” concerns about deep fakes (e.g., human impersonations, hallucinations and accuracy of AI-generated text,  privacy, algorithmic bias, IP, and of course, job displacement.

Those are…

I’m super excited to attend and moderate a panel on How to Improve Your Contract Skills with Gen AI Tools and Products at the ContractsCon in Las Vegas from January 22-23, 2025. As the GC for a startup and a nonprofit, and someone who directs the Transactional Skills Program for a law school, I have to stay up to date on the future of contracts for my clients and to prepare our students for a world that will be completely different from the one they expected.

This is not the typical boring CLE. How to Contract Founder, Laura Frederick describes it as “practical training for the work you do all the time.For every mega M&A transaction or financing, there are thousands of regular contracts that companies handle day-in and day-out. This training helps you learn how to do those BETTER with strategies based on best practices used by top lawyers with solid real-world in-house experience. Have a ton of experience already? This event is perfect for lawyers and professionals with 10+ years of contract experience too. We’ve added a whole day of training built to teach advanced contract skills. Plus you can connect with your peers and help out…

I’ve covered the The Trade Desk proxy here before and how controlled companies might benefit from redomesticating away from Delaware. In his memorandum accompanying the proxy statement, Steven Davidoff Solomon points out that his own analysis does not show any negative premium associated with incorporating away from Delaware. This is how he put it:

As I noted above in Section IV, recent academic studies have found no premium associated with Delaware incorporation, and in some cases, such a premium may even be negative for controlled companies. To provide further information on this issue to the Board, I conducted case studies of the five reincorporations out of Delaware involving companies with a market capitalization of at least $200 million. These companies are Tesla, Inc., Fidelity National Financial, Inc., TripAdvisor, Inc., Cannae Holdings, Inc., and Rezolute, Inc.

Evidence for a possible negative premium for controlled companies incorporated in Delaware comes from an article by Edward Fox, that “finds, surprisingly, that controlled Delaware firms are actually slightly less valuable than similar companies incorporated elsewhere.” (emphasis in original).

Given that recent redomestication announcements for companies with market capitalizations of over $200 million have already been examined, I thought it might be interesting to…

The Southeastern Association of Law Schools (SEALS) is scheduled to hold its annual conference in person, July 26-August 1, at The Omni Amelia Island Resort, Amelia Island, Florida.  SEALS has always been one of my favorite law conferences. It combines the opportunity to attend fascinating panels and discussion groups (showcasing our colleagues’ latest research) with plenty of networking opportunities and some fun in the sun! And one of the highlights of the conference is always the New Scholars Workshop, which provides opportunities for new legal scholars to interact with their peers and experts in their respective fields. Here’s an excerpt from the SEALS New Scholars Committee website:

For over a decade, the New Scholars Workshop has provided new scholars with the opportunity to present their work in a supportive and welcoming environment. The New Scholars Committee accepts and reviews nominations to the program, organizes new scholars into colloquia based on subject matter, and coordinates with the Mentors Committee to match each new scholar with a mentor in his or her field. We also hold a New Scholars Luncheon at the Annual Meeting at which New Scholars and their mentors can get to know one another and the…

Limited liability companies (LLCs) are often viewed as some sort of a modified corporation.  This is wrong, as LLCs are unique entities (as are, for example, limited partnerships), but that has not stopped lawyers and courts, including this nation's highest court, from conflating LLCs and corporations.  

About four and a half years ago, in a short Harvard Business Law Review Online article, I focused on this oddity, noting that many courts

seem to view LLCs as close cousins to corporations, and many even appear to view LLCs as subset or specialized types of corporations. A May 2011 search of Westlaw’s “ALLCASES” database provides 2,773 documents with the phrase “limited liability corporation,” yet most (if not all) such cases were actually referring to LLCs—limited liability companies. As such, it is not surprising that courts have often failed to treat LLCs as alternative entities unto themselves. It may be that some courts didn’t even appreciate that fact. (footnotes omitted).

I have been writing about this subject again recently, so I decided to revisit the question of just how many courts call LLCs “limited liability corporations” instead of “limited liability companies.”  I returned to Westlaw, though this time…

In my first post of this series, I asked whether business leaders had unknowingly provided the legal industry with a long-term solution to declining interest in the legal profession and potential waning influence.  I suggested that business leaders may be the driving force that ends up saving the legal profession, and its "respectability".  In my second post, I discussed the current state of in-house attorneys.  In this post, I would like to look at the current state of private firms as it relates to the in-house attorney discussion.  My view is that the competitive marketplace reactions of a growing number of firms are partially contributing to the dimming of their own future prospects.  Firms will need to evolve rather quickly; how they can, I’ll discuss in a future post.  However, because of the firms’ relatively weaker position compared to corporations, many firms are in very precarious circumstances.

In this interim period between past firm dominance and the future corporate acceptance of Professors Bird and Orozco’s “corporate legal strategy” (in which attorneys are fully accepted and integrated as part of business teams in corporations, resulting in greater legal opportunities), firms are struggling.   From my discussions with attorneys, I have learned that…

Prof. Bainbridge yesterday posted about The Modern Corporation Statement on Company Law.  The statement has ten fundamental rules, of which number ten is:

Contrary to widespread belief, corporate directors generally are not under a legal obligation to maximise profits for their shareholders. This is reflected in the acceptance in nearly all jurisdictions of some version of the business judgment rule, under which disinterested and informed directors have the discretion to act in what they believe to be in the best long term interests of the company as a separate entity, even if this does not entail seeking to maximise short-term shareholder value. Where directors pursue the latter goal, it is usually a product not of legal obligation, but of the pressures imposed on them by financial markets, activist shareholders, the threat of a hostile takeover and/or stock-based compensation schemes.

Prof. Bainbridge is with Delaware Chief Justice Strine in that profit maximization is the only role (or at least only filter) for board members.  As he asserts, “The relationship between the shareholder wealth maximization norm and the business judgment rule, . . . explains why the business judgment rule is consistent with the director's "legal obligation to maximise profits for…