Law Commons^™

Law School News: National Housing Advocate Named To Lead Rwu's New Real Estate Initiatives 02/08/2022, Roger Williams University School Of Law

Life of the Law School (1993- )

No abstract provided.

The Landscape Of Startup Corporate Governance In The Founder-Friendly Era, Jennifer S. Fan

Articles

In corporate governance scholarship, there is an important debate about the nature and roles of the members of the board of directors in venture capital-backed private companies. The impact of a newly emerged, founder-centric model has been underappreciated, while the role of the independent director as tiebreaker or swing vote is vastly overstated. The reality is that corporate governance in these companies is a norm-driven, consensus-building process that rarely spills out into open conflict.

This is the first empirical study of startup corporate governance post-Great Recession and during the pandemic. Using survey and interview methodologies, this Article makes four primary …

Lawyers As Social Engineers: How Lawyers Should Use Their Social Capital To Achieve Economic Justice, Dana Thompson

Michigan Journal of Race and Law

The Michigan Business & Entrepreneurial Law Review (MBELR) has always strived to provide a platform for legal scholars, professionals, and students to publish business-related legal scholarship. Yet, little legal business scholarship focusing on the Black business community exists, despite the extraordinary impact that Black communities have in the U.S. business landscape. In a year of revolutionary social change, we are excited to feature in this special issue the work of Professor Dana Thompson, a Michigan Law alumna, in an effort to remedy this gap. Professor Thompson’s career, professional values, and day-to-day work demonstrate genuine, commanding, and inspiring commitment to social …

Law School News: Logan To Serve As Adviser On Restatement Third Of Torts 11-07-2019, Michael M. Bowden

Life of the Law School (1993- )

No abstract provided.

Law School News: A Busy, Busy Time In Admiralty Law 10-18-2019, Michael M. Bowden

Life of the Law School (1993- )

No abstract provided.

The Professor Anthony J. Santoro Business Law Lecture Series Presents Becoming A Valued Business Lawyer, Roger Williams University School Of Law, Michael M. Bowden

School of Law Conferences, Lectures & Events

No abstract provided.

Law School News: Are You Experienced? 01-18-2019, Michael M. Bowden

Life of the Law School (1993- )

No abstract provided.

Rwu Law News: The E-Newsletter Of Roger Williams University School Of Law January 2019, Roger Williams University School Of Law

Life of the Law School (1993- )

No abstract provided.

Alternative Business Structures: Good For The Public, Good For The Lawyers, Jayne R. Reardon

St. Mary's Journal on Legal Malpractice & Ethics

There has been a shift in consumer behavior over the last several decades. To keep up with the transforming consumer, many professions have changed the way they do business. Yet lawyers continue to deliver services the way they have since the founding of our country. Bar associations and legal ethicists have long debated the idea of allowing lawyers to practice in “alternative business structures,” where lawyers and nonlawyers can co-own and co-manage a business to deliver legal services. This Article argues these types of businesses inhibit lawyers’ ability to provide better legal services to the public and that the legal …

Think Like A Businessperson: Using Business School Cases To Create Strategic Corporate Lawyers​., Alicia J. Davis

Articles

For the past twenty-five years, my academic and professional pursuits have straddled the line between business and law. I majored in business administration in college and then worked as an analyst in the Corporate Finance department at a bulge bracket Wall Street firm. After completing a JD/MBA, I returned to investment banking with a focus on middle-market mergers and acquisitions (M&A) and subsequently practiced law with a focus on private equity and M&A. Finally, in 2004, I found my current home as a corporate law professor. In my courses, which include Mergers & Acquisitions, Enterprise Organization, and Investor Protection, I …

Context Matters--What Lawyers Say About Choice Of Law Decisions In Merger Agreements, Juliet P. Kostritsky

Juliet P Kostritsky

ABSTRACT: The study of choice of law provisions in merger agreements yields various theories as to how much thought parties put into them, and what factors influence such decisions. Eisenberg and Miller found a shift to New York law and other scholars later hypothesized that parties specify New York law rather than Delaware law because New York law is more formalistic. However, a study of 343 merger agreements, consisting of 15 lawyer interviews and a survey sent to 812 lawyers, suggests differently. First, there is no shift from Delaware to New York. Second, a desire for formalistic law is not …

Dispute Resolution As A Part Of Your Merger Or Your Acquisition Agreement, Kenneth Mathieu, Vincent (Trace) P. Schmeltz Iii

Michigan Business & Entrepreneurial Law Review

Often overlooked until invoked, the dispute resolution provisions of an acquisition agreement frequently mirror the terms of a lawyer’s last deal. Yet such provisions—including purchase price adjustment clauses, the terms of governing earn-out disputes, and the contract sections outlining the indemnification claims process—often have long-term economic ramifications on the buyers and sellers. In working with corporate lawyers over the years, we have noted that corporate lawyers understand (and give intense thought to) the leverage their clients have, what their clients hope to accomplish in a transaction, and what makes long-term economic sense in drafting an agreement and negotiating more advantageous …

Connecting Law And Creativity: The Role Of Lawyers In Supporting Creative And Innovative Economic Development, Amanda M. Spratley

Faculty Publications

This article explores multiple ways in which lawyers and the legal community can connect with arts-oriented and other creative businesses to both invigorate the experience of the lawyers offering assistance and highlight ways for the legal community to position itself as relevant and helpful in the new creative economy.

This article's discussion is directed to lawyers who wish to know more about the creative economy and their position within it, but may also be informative to artists and professionals in creative enterprises by highlighting some of the legal considerations that may affect them and examining ways that seeking legal assistance …

Gatekeeper Failures: Why Important, What To Do, Merritt B. Fox

Michigan Law Review

The United States was hit by a wave of corporate scandals that crested between late 2001 and the end of 2002. Some were traditional scandals involving insiders looting company assets - the most prominent being Tyco, HealthSouth, and Adelphia. But most were what might be called "financial scandals": attempts by an issuer to maximize the market price of its securities by creating misimpressions as to what its future cash flows were likely to be. Enron and WorldCom were the most spectacular examples of these financial scandals. In scores of additional cases, the companies involved and their executives were sued by …

The George A. Leet Business Law Symposium: The Role Of Lawyers In Strategic Alliances - Introduction, George W. Dent

Faculty Publications

Introducation to The George A. Leet Business Law Symposium: The Role of Lawyers in Strategic Alliances, Cleveland, Ohio.

Enron, Titanic, And The Perfect Storm, Nancy B. Rapoport

Scholarly Works

This article explores the contention of Jeffrey Skilling, former Enron CEO, that Enron's debacle was due to a perfect storm of events. It rejects his contention, arguing instead that Enron's downfall was more like Titanic's - hubris and an over-reliance on checks and balances led to Enron's downfall. The article then explores how character (especially of those at the top of an organization) can lead to Enron-like disasters, and discusses how cognitive dissonance can lead to very smart people making very stupid decisions. It ends with some musings about how lawyers can learn from Enron.

Private Practice For Public Consumption: Two Views Of Corporate Law, Jayne W. Barnard

Faculty Publications

No abstract provided.

Mergers And Acquisitions: The Quintessence Of Change, James C. Freund

Cleveland State Law Review

I wrote a book in the mid-'70's entitled ANATOMY OF A MERGER, a guide to handling negotiated acquisitions. Looking back from the vantage point of a decade later, I was struck by the tremendous changes that had taken place in terms of how acquisitions of public companies are accomplished. Today, the hostile takeover has so permeated the public company acquisition scene that it has entirely altered the way that lawyers and others who ply this trade accomplish their goals.

The Attorney-Client Privilege And The Corporate Client: Where Do We Go After Upjohn?, Michigan Law Review

Michigan Law Review

Part I of this Note examines two of the more popular standards, the Seventh Circuit's "subject matter test" and the Eighth Circuit's "modified subject matter test" and concludes that neither approach is entirely consistent with the purposes of the privilege. Part II argues that the courts should adopt the Eighth Circuit's test with two further modifications. One revision is but a demand for clarification and consistency: the courts should explicitly adopt Dean Wigmore's legal advice requirement for corporate clients. The other modification is more radical: the command requirement should be eliminated. Under this approach, every employee may stand in the …

Choice Of Federal Or State Law For Attorneys' Professional Responsibility In Securities Matters, Ted J. Fiflis

Publications

Professional standards of duty are implicated in the federal securities laws in two types of cases: those instituted by the SEC to impose sanctions for lack of character or unethical conduct and those brought by the SEC or private parties for violations of substantive provisions of the securities laws. The question faced by Professor Fiflis is whether state or federal standards should define the duties imposed under these laws. He argues that the proper method of resolving this question is to apply an interest analysis. Analyzing the various state and federal interests leads Professor Fiflis to the conclusion that federal …

The Form And Substance Of A Merger: A Reading Of Farris V. Glen Alden Corp., Jan G. Deutsch

Villanova Law Review

No abstract provided.

Evidence--Privileged Communications--The Attorney-Client Privilege In The Corporate Setting: A Suggested Approach, Michigan Law Review

Michigan Law Review

This Note will first review the development of the personal attorney-client privilege and the extent to which the term "client" has been expanded for use with that privilege. Then, the development of the corporate attorney-client privilege will be examined with an eye toward isolating the tests that the courts have used to define the extent of the term "client." Finally, with the results of these examinations in mind, an approach will be suggested that, if adopted by the courts, could effectively eliminate the confusion that presently exists with regard to the scope of the attorney-client privilege in the corporate setting.