Wednesday, September 05, 2007

Teaching Your Own Case - Perspectives?

In the spirit of the late Wayne Barnett, my tax professor at Stanford, whose introductory tax course was subtitled "Great Cases I Have Lost," I have decided to drop one of the cases on the "what is a security issue?" from the Choi & Pritchard Securities Regulation case book, and instead teach Great Lakes Chemical Corp. v. Monsanto, Inc. on the question whether an LLC interest can be a security under the federal securities laws.

This case is of some pedagogical note. It was in the fifth edition of the Klein, Ramseyer, & Bainbridge Business Associations case book, and Choi & Pritchard mention it in their teacher's manual. For me, however, it is something akin to dissecting the recent Appalachian State v. Michigan football game, because I was the general counsel of Great Lakes Chemical at the time the case was filed, and was intimately involved in the decision to file it as a federal securities, rather than a state common law fraud, claim. Indeed, I was involved in the decision to file it as a fraud claim at all, rather than merely a breach of contract case. And, although the case ultimately settled, on this particular issue we took a sound butt-kicking (all the more frustrating because the federal court indicated on the record at the close of argument that he thought there was a well-pled fraud claim if the interest was a security, and later a Delaware chancery judge booted it as a fraud claim under state law based on disclaimer language in the agreement).

So, a little like Tom Sawyer listening to his own eulogy, I can't help wanting now to engage in the objective and academic post-mortem of something that was a very real part of my life.

I am curious, however, about the perspective of those out there who have actually taught their own cases. Is it a good idea? How do the students react? Does it help bridge the theory-practice divide?


Anonymous Steven M. Davidoff said...

Hi Jeff,

I use the Cox, Hillman & Langevoort casebook and teach the Steinhardt v. Citicorp case in it. Steinhardt also deals with the issue of when is a partnership/LLC a security. Fortuitously, I was one of the attorneys who wrote the brief for Citicorp and so I didn't have to make a substitution -- the case was already there. I introduce the case by saying that I wrote the brief for Citi, and I found that this alone generates a bit more class enthusiasm than usual. They also like my war story on it -- being called in on the Tuesday before Thanksgiving and working through the weekend to prepare a memo to the client on the case (I'm not sure why they like it but perhaps because it shows the "war" out there of being a lawyer or that their professor has real experience; my wife wasn't as happy at the time). More importantly, because I was an attorney on the case I can outline the "true" story behind the litigation which generates appreciation among the students for the need to understand the back-story/drivers here. So, I had a positive experience teaching my own case, though I didn't intentionally set out to do so.

Hope the new teaching gig is going well. --Steven Davidoff

9/06/2007 2:05 PM  
Anonymous Anonymous said...

I teach transactions that I have been involved in often. I have developed two case studies based on a cross border acquisition and an IPO that I have taught very successfully both at the law school and the business school. I think students know the difference when you have been directly involved. In some cases, I do not always reveal that I was involved until afterwards and that causes some surprised reactions (since I strive for neutrality during the discussion).

9/29/2007 11:08 PM  

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