Business Law: Connecting the Threads

This CLE program consists of eight lectures, each one requiring satisfactory completion of a test for credit to be awarded. These programs are available by viewing the videos linked below and then successfully completing each quiz, also linked below. By successfully completing the programs and submitting the proper fees, an individual may earn a maximum of six (6) hours of CLE credits.

Available Programs

“Judicial Dissolutions in LLCs” (Moll 213801)

In this video, Professor Douglas K. Moll speaks on the judicial dissolution statutes for LLCs in the 50 states. Professor Moll questions why so few states provide for dissolution on the grounds of oppressive conduct when most states provide such grounds in their corporation statutes.  Are there differences between LLCs and corporations that would explain such inconsistent treatment?  The panel also discusses other judicial dissolution grounds and will examine whether those grounds make sense in the LLC setting. Then, a University of Tennessee College of Law faculty member and law student comment on Professor Moll’s remarks.

“Family Loyalty: Mutual Fund Voting & Fiduciary Obligation” (Lipton 213805)

Professor Ann M. Lipton will explore how, in recent years, institutional investors have increasingly come to dominate the market for public equity stock.  Mutual funds have become especially important; the Vanguard Group, for example, controls more than five percent of over 90% of the companies that make up the Standard & Poor’s 500 index. The SEC made it clear that it is the fiduciary responsibility of fund administrators to vote their shares in a manner that benefits investors in the fund. The practice of centralized voting raises the question whether each fund is in fact voting in a manner that benefits the investors in that particular fund. Then, a University of Tennessee College of Law faculty member and law student comment on Professor Lipton’s remarks.

“Professional Responsibility in an Age of Alternative Entities, Alternative Finance, and Alternative Facts” (Heminway 213797)

In this ethics panel, Professor Joan MacLeod Heminway discusses how transactional business lawyers often express dissatisfaction with the level of relevant guidance imparted to them by state and federal professional standards of conduct. In a rapidly changing advisory and transaction planning setting, this perceived lack of counsel and support assumes greater importance in transactional business lawyering. This panel explores professional responsibility questions relevant to transactional business lawyers and lawyering in an era of great change—a business transactional environment shaped by (among other things) the recent introduction of benefit corporations, crowdfunding, and other business governance and financing innovations, as well as current political issues impacting federal and state regulation. Then, a University of Tennessee College of Law faculty member and law student comment on Professor Heminway’s remarks.

“Corporate Governance, Compliance, and Social Responsibility in the Trump/Pence Era” (Weldon 213802)

Professor Marcia Narine Weldon discusses how, with Republicans controlling Congress, a CEO as President, and billionaires leading key Cabinet posts, corporate America had reason—initially— for optimism for corporate reform. Business people and markets thrive on predictability as they manage their enterprise risks. This panel examines what general counsel, boards, compliance officers, and institutional investors can expect from an increasingly unpredictable administration. Then, a University of Tennessee College of Law faculty member and law student comment on Professor Weldon’s remarks.

“Diagramming Transactions” (Conboy 213804)

Mr. Kevin Conboy discusses his recent article, “Diagramming Transactions,” published in Transactions: The Tennessee Journal of Business Law. He also addresses the need for business lawyers to understand not just the transactions in which they are involved, but the businesses they represent and the business challenges their clients face.

“Tennessee’s Take on For-Profit Business Corporation Law” (Murray 213803)

Professor J. Haskell Murray discusses the Tennessee For-Profit Benefit Corporation Act, which became effective on January 1, 2016. Professor Murray begins his discussion by providing the legislative history for the Act before analyzing the substance of the Act. In the substantive legal discussion, Professor Murray compares and contrasts the Tennessee for-profit benefit corporation law to similar laws passed in other states, while also situating the Tennessee law in the context of the academic literature. Finally, Professor Murray provides empirical data on reporting by Tennessee for-profit benefit corporations and compares those results to data from earlier work on benefit corporation reporting. Then, a University of Tennessee College of Law faculty member and law student comment on Professor Murray’s remarks.

“The End of Responsible Growth and Governance?: The Risks Posed by Social Enterprise Enabling Statutes and the Demise of Director Primacy” (Fershée 213796)

Professor Joshua Fershée discusses how the emergence of social enterprise enabling statutes and the demise of director primacy threaten to greatly, and gravely, limit the scope of business decisions directors can make for traditional for-profit entities.  This threatens to reduce both social responsibility and economic growth in traditional entities. Now that many states have alternative social enterprise entity structures, there is an increased risk that traditional entities will be viewed (by both courts and directors) as pure profit vehicles, eliminating directors’ ability to make choices with the public benefit in mind. Narrowing directors’ decision making in this way limits the options for innovation, building goodwill, and maintaining an engaged workforce, to the detriment of employees, society, and, yes, shareholders. Then, a University of Tennessee College of Law faculty member and law student comment on Professor Fershée’s remarks.

“The Role of Corporate Personality Theory in Opting Out of Shareholder Wealth Maximization” (Padfield 213800)

Professor Stefan Padfield builds on the work of Professor Heminway and Professor Eric Chaffee to analyze to what extent corporate personality theory, including Professor Chaffee’s collaboration theory, has a role to play in determining the extent to which for-profit corporations may use private ordering to limit the constraints of any shareholder wealth maximization norm. In this panel, Professor Padfield will show that corporate personality theory can be one of the relevant theoretical tools that may be used to bring additional clarity to this area. Then, a University of Tennessee College of Law faculty member and law student comment on Professor Padfield’s remarks.

All Panels: “Business Law: Connecting the Threads”

Each panel begins with a principal speaker delivering remarks on a developing area of business law. Then, the principal speaker’s remarks are discussed and reacted to by a University of Tennessee College of Law professor and student. These panels are designed to cover various topics of current interest in business law.  Specifically, the panels aim to weave the threads of topical business law issues together into a tapestry that engages legal scholarship, law teaching, and law practice.

 Directions

  1. View the lecture(s)
  2. Download, print, and complete the quiz associated with each one
  3. Answer the questions
  4. Download, print, and complete the associated affidavit form
  5. Mail the quiz and affidavit, along with a check for the appropriate amount made payable to “the University of Tennessee,” to the address on the affidavit
  6. In order to receive CLE credit you must obtain at least a 90% correct score on each quiz. If you do not pass the test, the quiz, your application, and your check will be returned to you and no CLE credit will be recorded.

If you have questions about any of these programs or CLE credit, please contact Micki Fox at 865 974-8601 or MFox2@utk.edu.