Business Commons^™

Tips For The Pracitioner Seeking To Return To The Academy, Kevin P. Conboy

Transactions: The Tennessee Journal of Business Law

Recently, I made the work status change from practicing corporate attorney (thirty years’ worth) to full-time law professor. This article offers a series of tips for practitioners considering such a transition based on my experiences, in the hope that the lessons I learned (some of them painfully) can ease your pain, or dissuade you from such foolishness. While my target audience is the “seasoned” practitioner (older, that is, not to put too fine a point on it), these tips should be useful or of interest to more junior practicing lawyers looking to make a move to teaching. And I hope …

Here Comes Celotex...And Mcdonnell Douglas: The New Tennessee Summary Judgment Standard And Removal Considerations For Organizational Clients, Michael A. Cottone

Transactions: The Tennessee Journal of Business Law

While an overarching policy of the American judicial system is to adjudicate disputes on their merits, the system may work most efficiently when most disputes are settled between the opposing parties on terms of their own choosing. In modern dispute resolution, lawsuits are rarely taken to the fact finder, and most organizational clients are generally unwilling to accept the risk and uncertainty of a jury trial, preferring instead to work towards a reasonable settlement of disputes. Consequently, the availability of dispositive motions—such as motions for summary judgment—plays a large role in determining the settlement value of claims by potentially reducing …

Preparing The Transactional Lawyer: From Doctrine To Practice, Carol Newman, George Kuney, M. Jan Connell, Dennis R. Honabach

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Contract Drafting: Teaching Critical Lawyering Skills, Charles Fox

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Transactional Drafting: Teaching Tips, Judith A. Rosenbaum

Transactions: The Tennessee Journal of Business Law

No abstract provided.

International Students: How To Teach Transactional Skills, Douglas Levene

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Green Appeal: Leed Certification Appeal Process And Suggestions For Improvement, John R. Labar

Transactions: The Tennessee Journal of Business Law

In today’s real estate and construction environment, “Green is Good”.1 By “Green”, I am of course referring to referring to the construction of buildings utilizing renewable resources and energy efficient design.2 Currently, the Leadership in Energy and Environmental Design (“LEED”®) rating system developed in 2000 by the U.S. Green Building Council (“USGBC”) is one of the most popular and utilized green building standards.3 As LEED ratings have more market value and increasing financial significance, the procedures for obtaining certainty of USGBC/Green Building Certification Institute (“GBCI”) interpretations, and for appealing GBCI decisions, become extremely important. This article discusses questions raised by …

Front Matter

Transactions: The Tennessee Journal of Business Law

No abstract provided.

The Lawyer's Toolbox: Teaching Students About Risk Allocation, Dana Malkus, Scott Stevenson, Eric J. Gouvin, Usha Rodrigues

Transactions: The Tennessee Journal of Business Law

No abstract provided.

At The Heart Of The Matter: Reading Contracts And Dealing With Risk, Tina L. Stark

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Measuring Student Progress: Assessing And Providing Feedback, Karen J. Sneddon, Susan M. Chesler, Stacy Bowers, Dana M. Warren

Transactions: The Tennessee Journal of Business Law

No abstract provided.

A Case Study In Transactional Centers And Certificate/Concentration Programs: From Program Design To Student Experience, The Clayton Center For Entrepreneurial Law, Brian K. Krumm, Joan Macleod Heminway, Michael J. Higdon

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Simulations: Collaborative Experiential Learning, Jay Finkelstein, Karl Okomoto

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Transactions And Settlements: Creating A Balance In Legal Education, Gregory M. Duhl, Jaclyn Millner

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Contract Drafting: Teaching With Forms, Kimberly Y. W. Holst, Stephen L. Sepinuck

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Opening Remarks, Sue Payne

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Preparing "Main Street" Lawyers: Practicing Without Big Firm Experience, Lisa Reel Schmidt, Steve Garland, Robert Statchen

Transactions: The Tennessee Journal of Business Law

No abstract provided.

2013 Revisions To The Tennessee Business Corporation Act, Trevor Mcelhaney

Transactions: The Tennessee Journal of Business Law

The Tennessee Business Corporation Act, as amended (“TBCA”), is the primary governing authority over the formation and operation of all Tennessee for-profit corporations. The TBCA was enacted in 1986 and became effective on January 1, 1987, replacing the Tennessee General Corporation Act of 1968. The TBCA is codified in sections 48-11-101 through 48-27-103 of the Tennessee Code Annotated.

In general, the TBCA was enacted as an enabling statute and was written to conform to the standards of the Revised Model Business Corporation Act (“MBCA”), which was adopted by the Corporate Law Committee of the Business Section of the American Bar …

Reforms For Hire: The Jobs Act Legislation, James E. Bitter, Todd B. Skelton

Transactions: The Tennessee Journal of Business Law

Just over ten years ago, following corporate and accounting scandals in which investors lost billions of dollars, Congress enacted the Sarbanes-Oxley Act of 2002. Sarbanes-Oxley reformed public accountability reporting standards, raising the costs of compliance. In 2010, following the recent financial crisis, Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The Dodd-Frank Act further increased market regulation. Sarbanes-Oxley and the Dodd-Frank Act have together worked to stem market participation.

On April 5, 2012, President Barack Obama signed the bipartisan Jumpstart Our Business Startups Act (the “JOBS Act”). The JOBS Act now seeks to ease …

Business Faculty Notes

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Case Commentaries

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Forward: Reforms For Hire: The Jobs Act Legislation, Joan Macleod Heminway

Transactions: The Tennessee Journal of Business Law

No abstract provided.

In Search Of A Unique Identity: The L3c As A Socially Recognized Brand, Tanya M. Marcum, Eden S. Blair

Transactions: The Tennessee Journal of Business Law

The driving force for the decision to organize a new business venture as a limited liability company (“LLC”) is typically the desire to achieve favorable pass-through income tax treatment, while simultaneously enjoying the protection of limited liability for its owners. As noted by one court, “[t]he allure of the limited liability company is its unique ability to bring together in a single business organization the best features of all other business forms—properly structured, its owners obtain both a corporate-style liability shield and the pass-through tax benefits of a partnership.”

During the twenty-year period between 1977 and 1997, the legal and …

Front Matter

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Forward: 2013 Revisions To The Tennessee Business Corporations Act, Joan Macleod Heminway

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Determining The Proper Standard For Invalidating Arbitration Agreements Based On High Prohibitive Costs: A Discussion On The Varying Applications Of The Case-By-Case Rule, Richard A. Bales, Mark B. Gerano

Transactions: The Tennessee Journal of Business Law

Arbitration is a common means of resolving commercial disputes. Although arbitration is an attractive alternative to litigation, arbitration can be disadvantageous to a potential plaintiff because of high costs. The United States Supreme Court endorsed a “liberal … policy favoring arbitration agreements” whenever possible. However, a party is often at a disadvantage upon signing an arbitration agreement when little understanding of the agreement’s cost implications exist. Such scenarios can arise when negotiating adhesion contracts or employee handbook agreements, and when they do arise, the question of whether an agreement can be invalidated because of its cost implications must be answered …

Change We Can Believe In: Comparative Perspectives On The Criminalization Of Corporate Negligence, David Kerem

Transactions: The Tennessee Journal of Business Law

This paper comparatively explores the wisdom of America’s enforcement of federal corporate laws through the disproportionate assignment of criminal penalties at the entity-level. Although federal criminal statutes have long been enforced against individual violators, the vigor with which they are applied pales in comparison to the frequency of entity-level enforcement. This state of affairs has been undoubtedly spurred by the elevated state of mind requirements appended to federal securities statutes, the considerable difficulty of proving individual criminal intent within a fragmented corporate structure, and the availability of entity-level liability doctrine to prosecutors. This has resulted in countless individual violators evading …