CONNECTING THE THREADS VI
These on-demand CLEs were recorded during a one-day, in-person program in September 2022 at which where lawyers heard from Business Law Professors teaching at various schools across the United States. Each discussion was set up as a panel with the principle speaker engaging with a University of Tennessee College of Law student and professor to discuss developing trends in various areas of business law. The event was designed to cover various topics of current interest in business law.
Available Programs
Panel 1: “Rethinking Insider Trading Compliance Policies in Light of the SEC’s New ‘Shadow Trading’ Theory of Insider Trading Liability” – with John P. Anderson
This presentation addresses the potential corporate rationales for adopting such a broadly worded insider trading policy and related questions. It also considers how (if at all) issuers should revise their insider trading policies to account for the shadow theory of insider trading liability.
Panel 2: “Trading in the Cloud” – with Professor Colleen Baker
Today, countless organizations rely upon cloud computing for operational and strategic reasons. Trading exchanges are no different. This presentation explores trading exchanges’ increasing reliance upon cloud computing, costs and benefits accompanying this transition, related regulatory frameworks, and potential challenges arising from increased interconnections between these systemically significant economic infrastructures.
Panel 3: “The Fiduciary-ness of Business Associations” – with Professor Joan Heminway
Fiduciary duty has historically been a core value of statutory business associations. However, with Delaware leading the charge, limited liability company and limited partnership statutes in some jurisdictions allow equity holders to contractually eliminate fiduciary duties. In addition, state legislatures in jurisdictions like Wyoming and Tennessee have adopted legislation that allows decentralized autonomous organizations—blockchain-based associations of business venturers—to organize as limited liability companies and avoid statutory fiduciary duties without engaging in private ordering.
The public policy ramifications of some of these legislative moves have not been fully vetted in traditional ways or have not been completely explored in certain contexts. Moreover, business lawyers now have more options in advising businesses and their constituents, adding to already complex matrices applicable to choice-of-entity decision making. This presentation offers a window on the recent fiduciary-related legislative developments in business entity law and identifies and reflects on related professional responsibility questions impacting lawyers advising business entities and their owners.
Panel 4: “A Country Boy Business Lawyer’s View from Down in the Weeds” – with Tom Norris
Listen to Tom Norris describe the practicalities and oddities of being a “Country Boy Lawyer”. Norris is co-author of “A Tennessee General Sessions Handbook” and has over 25 years over experience in manufacturing and business law.
Panel 5: “Avoiding the King Lear Problem: A Case Study in Family Business Succession” – with Professor Douglas Moll
Hear how a third-generation family business has managed to avoid the pitfalls of identity, role, and process similar to those that undermined King Lear’s succession plan. Sharp and Sharp Certified Seed, a row crop farm in Allendale, South Carolina (founded in 1947), is transitioning to a third generation of family ownership. Working with counsel, the father and daughter have established a realistic plan that meets the needs of the older and younger generations. As a case study, Sharp and Sharp Certified Seed provides a useful contrast with King Lear and offers additional considerations for family business succession.
Panel 6: “An Introduction to Anti-ESG Legislation” with Professor Stefan Padfield
The role of environmental, social, and governance (ESG) factors in corporate decision making is one of the hottest topics in corporate governance in 2022. While the ESG label arguably constitutes great branding, the use of ESG factors is seen by many as a serious encroachment on free-market capitalism. In fact, according to the Heartland Institute, as of April 5, 2022, twenty-eight states had initiated some form of “anti-ESG action.” This presentation provides an overview of these actions.