Business Commons^™

2013 Jobs Act Review & Analysis Of Emerging Growth Company Ipos, Todd Blakeley Skelton

Transactions: The Tennessee Journal of Business Law

In April 2012, the U.S. Congress passed the Jumpstart Our Business Startups Act (the “JOBS Act”) with the goals of expanding access to capital markets and increasing flexibility in capital formation. In short, the JOBS Act eases restrictions imposed by federal securities laws. These laws—primarily the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act of 2002,5 as amended (the “Sarbanes-Oxley Act”), and the Dodd-Frank Wall Street Reform and Consumer Protection Act,6 as amended (the “Dodd-Frank Act”)—are intended to protect both investors and markets.

This article …

Vestigal Literalism In The Interpretation Of Corporate Financing Instruments, Royce De R. Barondes

Transactions: The Tennessee Journal of Business Law

Modernly, one will study the law of contracts as a homogeneous body of law. The conceptualization is helpful in creating an appearance of order, allowing for the development of analytical frameworks. The construct breaks down, however, on detailed inspection. This article provides an illustration by examining aspects of the law governing corporate finance—legal principles at the intersection of the law of contracts and corporation law.

This article examines the application of contract doctrine to corporate financing transactions to a number of ends. First, it illustrates substantial inconsistencies in the application of contract doctrine depending on the subject matter. Principles applied …

Case Commentaries

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Front Matter And Faculty Notes

Transactions: The Tennessee Journal of Business Law

No abstract provided.

The University Of Tennessee College Of Law's Business Law Clinic Continues To Make An Impact For Students, Clients, And The Community, Michael R. Crowder

Transactions: The Tennessee Journal of Business Law

In 1992, the American Bar Association published a report entitled Legal Education and Professional Development – An Educational Consortium (commonly known as the MacCrate Report), and in 2007, the Carnegie Foundation published a report entitled Educating Lawyers: Preparation for the Profession of Law, (known as the Carnegie Report). Both reports made suggestions for improving the immediate usefulness of legal education, and, although published fifteen years apart, both reports essentially advocated the same thing: that legal education should place more of an emphasis on practical skills training in order to increase its usefulness to law graduates and their employers. The disconnect …

When Should Ediscovery Vendors Be Disqualified?, Michael A. Cottone

Transactions: The Tennessee Journal of Business Law

As a general proposition, courts have inherent authority to disqualify parties and their representatives and consultants from participating in litigation. Attorneys, expert witnesses, and litigation consultants may face disqualification motions in the event of a conflict of interest. With the rapid expansion of the eDiscovery industry, however, a new question has arisen: If an eDiscovery vendor has a potential conflict of interest, when should it be disqualified? What standard should apply?

Leveraging Property Tax Growth: Tax Increment Financing In Tennessee, G. Mark Mamantov, Jeffrey A. Oldham, Jordana K. Nelson, James P. Moneyhun Jr.

Transactions: The Tennessee Journal of Business Law

Local economic development officials face the daunting challenge of attracting new businesses and promoting worthy projects in challenging economic times, when every community in the country is prepared to vigorously compete for any new project. As local economic development officials in Tennessee strive to promote their communities, they try to utilize every possible tool in the economic development toolbox to make their location as attractive as possible. At the local level, however, the breadth of incentives in Tennessee is fairly limited, and the mythical toolbox is not very full.

However, one type of incentive that has become a tool frequently …

Abi Commission Testimony November 7, 2013, George W. Kuney

Transactions: The Tennessee Journal of Business Law

There are two areas that I believe should be the focus of Chapter 11 reform: reducing reorganization costs in small to middle-market cases and instituting a uniform structure and process for § 363 sales of substantially all the assets of a debtor. Essentially, I think that the plan process in all cases needs to be streamlined and sped up to decrease transactions costs, and the 363 sale process needs to be slowed down to promote more robust disclosure and exposure of the assets in question to the market.

Judge Rakoff V. The Securities And Exchange Commission: Are "Neither Admit Nor Deny" Settlement Agreements In Securities Cases In The Public Interest?, Daniel T. Hubbell

Transactions: The Tennessee Journal of Business Law

“DPAs [(Deferred Prosecution Agreements)] have had a truly transformative effect on particular companies and, more generally, on corporate culture across the globe,” declared Lanny Breuer, the head of the Criminal Division of the U.S. Department of Justice (DOJ) on September 13, 2012.2 Deferred prosecution agreements (DPAs) and non-prosecution agreements (NPAs) are settlement agreements between a prosecutor and a defendant in which the prosecutor agrees to either defer or forego prosecution in return for the defendant’s cooperation in an ongoing investigation or prosecution, as well as an agreement to comply with the requirements of the settlement. Rather than forcing prosecutors to …

Dysfunction In Contract Drafting: The Causes And A Cure, Kenneth A. Adams

Transactions: The Tennessee Journal of Business Law

The primary task in empirical research is describing the characteristics of whatever it is you’re researching, but usually you also attempt to explain your findings. The skills required for the former task differ from those required for the latter, so it’s not unusual that explanations offered by those who undertake research are superseded by better explanations subsequently offered by others.

That comes to mind on reading The Three and a Half Minute Transaction: Boilerplate and the Limits of Contract Design, by Mitu Gulati, a professor at Duke Law School, and Robert E. Scott, a professor at Columbia Law School. It …

Front Matter And Faculty Notes

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Proposed Subordination Provisions For Master Trust Indenture, Taylor K. Wirth

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Case Commentaries

Transactions: The Tennessee Journal of Business Law

No abstract provided.

A More Realistic Approach To Directors' Duties, Michelle M. Harner

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Addressing Shortfalls In Traditional Legal Education: Ut's Concentrations And Capstones And Waller Lansden's Schola2juris Program, George W. Kuney, Joseph Watson

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Willful Blindness, Plausible Deniability, And Tippee Liability: Sac, Steven Cohen, And The Court's Opinion In Dirks, Joan Macleod Heminway

Transactions: The Tennessee Journal of Business Law

No abstract provided.

A Cultural Revolution: The Demise Of Corporate Culture Through The Whistleblower Bounty Provisions Of The Dodd-Frank Act, Rachel S. Taylor

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Using An Interviewing, Counseling, Negotiating, And Drafting Simulation In The First Year Legal Writing Program, Kirsten A. Dauphinais

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Transactional Drafting: Using Law Firm Marketing Materials As A Research Resource For Teaching Drafting, Ted Becker

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Legal Form, Style, And Etiquette For Email, George W. Kuney

Transactions: The Tennessee Journal of Business Law

No abstract provided.

The First Year: Integrating Transactional Skills, Lynnise E. Pantin

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Across The Curriculum: Integrating Transactional Skills Instruction, Jean Whitney, Lori D. Johnson, Richard Rawson, Carol Morgan

Transactions: The Tennessee Journal of Business Law

No abstract provided.

More On Doctrinal Courses: Integrating Transactional Skills, Lenné Espenschied, Bruce G. Luna

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Does The Absolute Priority Rule Still Apply To Individual Chapter 11 Debtors Post-Bapcpa?, Anthony Mendenhall

Transactions: The Tennessee Journal of Business Law

Section 1129(b)(2) of the Bankruptcy Code codifies a principle known as the “absolute priority rule.” The absolute priority rule requires that creditors receive payment in full before holders of equity can receive or retain any property under a plan of reorganization. The absolute priority rule ensures that a plan of reorganization will not be used to allow equity to benefit at the cost of higher-priority unsecured debt. If left unchecked, a small number of insiders, whether representatives of management or major creditors, may use the reorganization process to gain an unfair advantage. Chapter 11 cases with individual debtors magnifies this …

Case Commentaries

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Weathering The Tempest: The Impact Of The Basel Iii Capital Accord On Asset Finance, Angela L. Rosa

Transactions: The Tennessee Journal of Business Law

The Second Capital Accord of the Basel Committee on Banking Supervision ("Basel II") was intended to address capital sufficiency amongst institutions lending in risky sectors. Since its introduction, the world economy has gone through categorically unique depressions, hallmarked by the 2008 financial crises. Scrambling to respond to the unique challenges posed by unprecedented failures throughout the international banking community, the Basel Committee's latest charge has been to revamp its prior accords while formulating new methodologies intended to avoid the reoccurrence of the catastrophes of the past four years: regulations that comprise the Third Basel Capital Accord ("Basel III"). These new …

Front Matter

Transactions: The Tennessee Journal of Business Law

No abstract provided.

The First Year: Integrating Transactional Skills, Sue Payne

Transactions: The Tennessee Journal of Business Law

No abstract provided.

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.