I was ready to give up law school, and thinking about how to ask my boss to keep me on until I find a bartending job…

I cooked some questionable beef patties2 and just stared at my Corporations outline.

My confidence in that Corporations had been completely undermined by our [...]]]> Last night I was done.

I was ready to give up law school, and thinking about how to ask my boss to keep me on until I find a bartending job…

I cooked some questionable beef patties² and just stared at my Corporations outline.

My confidence in that Corporations had been completely undermined by our midterm. Although I didn’t do horribly on the midterm, I was frustrated because I didn’t understand half of Professor M’s model answer. This hasn’t happened to me before.

There was this nebulous thing called Delaware Corporate law and I apparently didn’t get it, which is a huge problem for someone who is pursuing a business law concentration. I also felt the undergrad business majors/MBA students in my class would ensure me a spot on top of the curve right in between to the girl who never attended class and the boy who we all suspect is clinically retarded…

In short: I was cranky.

After watching the google.com/googleplayer.swf?docid=4701933866885788792&hl=en&fs=true">Charlie Rose interview with Scalia I tried to get back into my Corporate law groove, if there was ever such a thing... I replayed my Corporations Final playlist and remained in my funk.

I then had an epiphany! It was as if Scalia was talking to me directly: If I was confused about Delaware Corporate law I should probably reread the DGCL statutes that were assigned!

Gasp, reading the law… what a concept! Turns out that’s all I needed to do. Problem solved!

The rest of the evening was productive and I was in bed around midnight…

I woke up around 2am because I heard thrashing and cursing. I peeked out of my bedroom window to see an obese girl in basketball shorts throwing rocks at downstairs neighbor’s window.² From what I could gather from Ms. Pillsbury’s screams, it seems like downstairs Neighbor kicked her out, and she was upset.

I ignored Ms. Pillsbury and went back to bed.

When my alarm clock woke me up this morning I had to over my mouth to keep myself from yarking all over my bed. That suspect beef patty I had for dinner was officially past its prime. I was nauseous for the majority of the morning….

I walked the dog and lugged myself to school, hoping that my face wasn’t green.

I felt better once the final started. The final was not bad at all. Professor M promised a “standard law school exam” and that’s what he delivered.

But, of course all of the statutes I had lovingly relearned the night before were useless. But having practically memorized the restatement of agency during last semester’s Contracts course was helpful.

After the exam, I went to the Gamma house and packed up more of my things.³

I boxed as much as I could and then drove to UPS. My mother bought me three bookshelves and a …desk/dining table/I don’t know what it’s going to be.

My car was so packed that it felt like driving a Jenga box home.

It took 8 trips to get everything into the apartment.

Harley and I then worked on our flying lessons at the park: there’s a large, steep staircase at the park with a smooth bike ramp]. The stairs are a little too steep for Harley to walk comfortably, so he decided to walk on the smooth bike ramp.

Of course my dog is WAY TOO HEAVY to do that, and with one loud yelp he started to fly down the incline, dragging me with him.

This was a sequel to Wednesday night’s flying lesson which started with the puke that was all over the hallway when I came home from work. Of course I forget about the chunk-fest and walk Harley down that staircase.

Harley, sensing something disgusting, JUST HAD TO SMELL IT. The only problem was that he was walking on the other side of the staircase, and in the process of launching towards the puke, he tripped and we both literally flew down the rest of the staircase and crashed in front of downstairs neighbor’s door.⁴ Oh my goodness.

Harley is exhausted from all the dog-sniffing and duck chasing at the lake. I’m exhausted from my fun-yet-unnecessary foray into Delaware Corporate law.

The rest of the 1Ls are done with class and going out… I still have to take the CivPro final on Monday, and unpack the freight-disaster that is the living room, so I’m going to bed and getting an early start tomorrow…

Professor M“Jimmy Smith?” (Silence…crickets…) Professor M“No? Not here?” Um…okay. How about Sara Johnson?” Jill“She’s not here.” Professor M“Wow. Well, uh. That’s odd. I mean, most of you are here… what about, Jack Thompson?” Jack“Here.” Professor M“Haha. Good! Well, I guess it’s bad luck for you….”

The assignment was due at noon today. Class is from 10:45am-12:15pm. So, of course, 1/3 of the class skipped.

Professor M: “That shows me not to make an assignment due in the middle of class! I totally could have [...]]]> Our midterm assignment for Corporations was to draft the argument section of a SEC “no-action” letter.

The assignment was due at noon today. Class is from 10:45am-12:15pm. So, of course, 1/3 of the class skipped.

Professor M: “That shows me not to make an assignment due in the middle of class! I totally could have seen this coming…”

Jill made to to class today:

Professor M: “Why did these regulations come about?”
(Jill had her hand raised.)
Professor M: “Yes? Jill?”
Jill:“Wait, nevermind. I’m pretty sure I’m wrong.”
Professor M: “No, go ahead.”
Jill:“Well, weren’t there a lot of hostile takeovers during that period?”
Professor M: “You are exactly on the button! That’s exactly right! And why did hostile takeovers matter?”
Jill: “Huh? What? I’m sorry I was celebrating.”

Professor M: So the corporation says that this doesn’t fit under the Connecticut Business Combination Act § 33-840(4)(A) but the court puts it under § 33-840(4)(E). How do they get there? Jack (agape): “Um…what?” Professor M: “Yeah, that’s my reaction too.”

[W]hile this Court does not pretend to be a “rocket docket,” this case has nonetheless proceeded extraordinarily quickly from filing to trial…

“[W]ith all due respect to the Connecticut General Assembly, the statute is not a model of clarity, and, in truth, its words [...]]]> I love the humor that Judge Kravitz¹ injected in his opinion:²

[W]hile this Court does not pretend to be a “rocket docket,” this case has nonetheless proceeded extraordinarily quickly from filing to trial…

“[W]ith all due respect to the Connecticut General Assembly, the statute is not a model of clarity, and, in truth, its words are susceptible to more than one plausible interpretation.

Other than the ability of the legislature to place a comma where one is intended, [The Plaintiff] advances no reason at all, let alone a cogent one, why all reclassifications, reverse stock splits, and recapitalizations should be subject to the supermajority rule no matter whether they increase the holdings of interested shareholders, while mergers, consolidations and share exchanges with a subsidiary-through which exactly the same economic outcome can be achieved-should be excepted from the supermajority provisions if they satisfy the 5% Rule.

Professor M: “Minority shareholders are frequently not stupid.”

Professor M: “There are many ways to skin a cat in corporate law. Corporate lawyers are very resourceful. If a client wants something, they find a way to get it done, at least as long as it’s not blatantly [...]]]> Nuggets of Corporate Law wisdom from Professor M:

Professor M: “Minority shareholders are frequently not stupid.”

Professor M: “There are many ways to skin a cat in corporate law. Corporate lawyers are very resourceful. If a client wants something, they find a way to get it done, at least as long as it’s not blatantly unethical.”

Jill posited that shareholder agreements could be used to protect minority shareholders. Professor M didn’t buy it:

Professor M: “Okay, that’s the Kum-Ba-Yah, “gee cant we all get along” reason for this…does anyone else have something more sinister?”

Then we got to Ronnen v. Ajax:

Professor M: “I hope you all learn enough in this class to never write a shareholder agreement¹ like this. You will understand why this was wrong in every way it could possibly be wrong.”

Professor M: “Do shareholders get to vote their shares in day to day operations? The answer is NO! No, no, no, no, NO! They do NOT! One of the most basic principles of this course!”

Professor M: “And can shareholders act with written consent in Delaware?” Jack: “I didn’t catch that in the reading.” Professor M: “And you wouldn’t have caught it in the reading unless you read the statutes I assigned for today! Well?” (Deathly silence. [...]]]> We just a semi-brutal moment in Corporations. The professor started with yesterday’s reading:

Professor M: “And can shareholders act with written consent in Delaware?”
Jack: “I didn’t catch that in the reading.”
Professor M: “And you wouldn’t have caught it in the reading unless you read the statutes I assigned for today! Well?”
(Deathly silence. Jack blushes)
Professor M: “Does anyone know the answer?”
(More awkward silence)
Professor M: “I’m disappointed. I’m not surprised, but disappointed.”

Why isn’t Professor M surprised? General incompetence? Nope. Today is the day before “Winter Break.”

“Winter Break” is a four day weekend at UMN Law. I think Winter Break is designed to help 1L retention. Our professors told us to “take some time off to do things we love.”

No one bought that line.

Grades are in. Classes, legal writing and the 1L summer job hunt are in full swing. This is our 4-day catch up weekend and we are grateful for it. But whether Winter Break is the reason no one read the Corporations statutes is another matter…

Prof M: “In this case we have someone who gets drunk and dies in a night club.”

The facts, viewed in a light most favorable to the jury’s verdict, show that Soerries was the sole shareholder [...]]]> Professor M is very to-the-point:

Prof M: “In this case we have someone who gets drunk and dies in a night club.”

The facts, viewed in a light most favorable to the jury’s verdict, show that Soerries was the sole shareholder of Chickasaw Club, Inc., which operated a popular nightclub in Columbus for 23 years until it closed in 1999.

At approximately 11:45 p.m. on July 31, 1996, 18-year-old Aubrey Lynn Pursley was intoxicated when she entered the Chickasaw Club. Although a Columbus ordinance prohibits individuals under 21 years old from entering nightclubs, it is undisputed that club employees did not check Pursley’s identification to establish her age.

A friend testified that Pursley already was intoxicated when she arrived at the club. Even so, friends testified that Pursley drank additional alcohol at the club and was visibly intoxicated when she left at approximately 3:00 a.m. on August 1, 1996. Security videotapes showed that she left the club with a beer in her hand.

Shortly thereafter, Pursley was killed when she lost control of her car and struck a tree.

There’s way too much class discussion. I had the same issue with Constitutional [...]]]> The first week of 2nd semester is over. Vöt! Here’s a rundown of the courses:

Criminal law: Theory, theory, theory. It feels like a criminal justice class at a community college. No cases yet. Just half-page snippets of punishment theory…rehabilitation, retribution, yada-ya.

There’s way too much class discussion. I had the same issue with Constitutional Law last semester… I prefer the Socratic method because it focuses the discussion. When professors ask for volunteers in law school you get the same 5 people speaking all the time, and a fair amount of irrelevant and unproductive comments. I’ll give this class a few more weeks before it becomes my official blog-reading time.

Corporations: The reading is remarkably quick and interesting. Class is okay, but the professor tends to stick with a single student for 20 minute blocks. It’s not exactly grilling because our professor is really nice, although he does stutter when he makes a joke.

The professor made us buy this 3-inch-thick book of statutes and restatements. I’m returning it. There’s no way I’m carrying that brick of a book around and I look up everything on Westlaw anyway…

Property: The first day of Property I sit down and my classmates on either side of me start talking about how awesome the case was.

Me: “What case?”

Oh, apparently there was a reading assignment. Hah. Silly me. I’m starting off with a bang…

The supposedly awesome-case was about whaling with exploding bullets. Basically, back in the day they shot the whales with these bullet-bombs, watched them sink, and recovered them whenever the whale floated back up. This could take days. So, when someone else found the whale and sold it…well, that’s when we got a case for our casebook.

The only carry-over class from last semester is Civil Procedure, which is still my favorite. I like the predictability and efficiency of Civil Procedure. There’s a schedule, there are no irrelevant discussions or tangents.

No fluff means that I don’t have to wonder what’s important for the exam. I had some classes last year where only a handful of the classes were useful for the final…whereas in Civil Procedure everything is important. Professor V doesn’t waste our time.

Welcome Back 1L Students!

As you get back into the swing of things for Spring semester, this is a quick reminder that our 1L Lecture Series kicks off Monday. I’ll be joined by 2L and 3L students and the Career and Professional Development Center for a brief presentation on “Putting Your Grades in Context.” Our goal is to offer concrete ways to learn from and improve upon your Fall semester performance, and to help you understand what your grades mean – and don’t mean – for your professional development.

Best wishes, and have a great weekend.
- The dean

I think the grade delay is a retention ploy. Most of the 1L blawgers seem to have their grades…I really want to know where I stand so I can figure out who to ask for recommendations and what scholarships and jobs are realistic for me.

Anyhoot, I’m ending the week by seeing a somewhat-gory, but totally awesome movie with Jamie. Vöt.

Prof M: “Many large public corporations are incorporated in Delaware, like GM…erm, well, GM is not that big anymore but you get the idea…”

Another source of amusement is the girl sitting in front of me*: