Representing Entities: The Value of Teaching Students How to Draft Board Resolutions and Other Similar Documentation

Abstract

This edited transcript comprises a panel presentation and related Q&A at "Educating the Transactional Lawyer of Tomorrow," Emory University School of Law's biennial transactional law conference held June 6-7, 2014. The transcript includes Professor Heminway's talk and a separate presentation by Professor Marcia Narine on "How to Make Transactional Law Less Terrifying and a Bit More Interesting." The panel, "Transactional Drafting: Beyond Contracts," features approaches to teaching transactional business law courses.

Professor Heminway's presentation addresses the benefits of teaching the drafting of board resolutions, minutes, and consents in corporate finance and corporate governance courses. She describes how teaching law students using board resolutions enables her to unpack many levels of information with her students. She uses board resolutions to show students, among other things, how corporate governance doctrine connects theory and policy to the practice of business law. Through corporate board resolutions, she provides students with the opportunity to see what corporate boards of directors do, understand how legal rules impact the existence and content of board action, and reinforce existing -- and learn new -- legal drafting skills.

In her presentation, Professor Narine describes her practical and experiential teaching in a corporate governance seminar and her Business Associations course. Specifically, she highlights what she deems to be her “greatest hits” exercises designed to engage different kinds of students in these courses. They include, e.g., writing assignments and in-class activities. In-class current events discussions are used to help students understand the connection of the course material to real life. A key goal for her students? "[T]o get them from completely terrified to less terrified."

Keywords: law teaching, pedagogy, transactions, business law, board resolutions, current events, experiential learning

JEL Classification: K20, K22