Final Lecture with Professor Michael Conklin

Introduction

• Professor: Michael Conklin, Texas A&M University School of Law
• Focus: Review of semester themes and concluding thoughts

Distinction in Legal Outcomes

• Key Concept: Avoiding trial is preferable to winning at trial.
  • Trials often result in lose-lose outcomes for both parties.
  • Litigation costs and time are significant, e.g., $200,000 and years of time.
• Example: Ridiculous disclaimers in commercials (e.g., "do not attempt").
  • Overly cautious to avoid costly trials.
• Winning at Trial: Questioning what is actually won beyond not paying money.

Legal Systems in the U.S.

• Systems: 51 legal systems (Federal + 50 states, excluding tribal law)
  • Overlap exists, but no two systems are identical.
• Class Focus: Common general principles or majority rules.
• Model Rules: Uniform Commercial Code, Restatement of Agency, RUPA, UPA, and Model Business Corporations Act of 2016
  • States can adopt selectively.

Federal Regulation of Corporations

• Absence of Federal Corporation Statute: Regulation at state level.
• Federal Statutes Regulating Corporations:
  • Securities Act of 1933: Disclosure requirements for capital raising.
  • Securities Exchange Act of 1934: Reporting requirements, insider trading.
  • Sarbanes-Oxley Act of 2002: Corporate auditing, executive pay forfeiture.
  • Dodd-Frank Act of 2010: Whistleblower protections, corporate restructuring.

Subjectivity in Law

• Misconception: Law is not an exact science.
  • Legal standards are subjective.
• Example: Experts' differing opinions on Supreme Court decisions.
• Application: Old statutes applied to modern scenarios (e.g., Howey Test for cryptocurrency).

Precision in Legal Language

• Importance: Precise and literal interpretation is crucial.
  • Misinterpretations can result in significant legal consequences.
• Examples:
  • Differences in words "may" vs. "shall."
  • Phrases like "exceeding $75,000" vs. "$75,000 or over."

Business Law Considerations

• Seen vs. Unseen Costs:
  • Future liabilities often overlooked compared to visible revenues.
• Example: Business pitch without considering hidden costs (utilities, taxes, etc.).
• Legal Liability: Numerous unpredictable ways to be sued; even "winning" is costly.

Conclusion

• Caution: Legal advice and further research are vital for business decisions.
• Evolution of Law: Laws change over time; new business forms provide limited liability and avoid double taxation.
• Call to Action: Potential to influence legal changes or stand up for rights despite personal costs.