Teaching Your Own Case – Perspectives?

Posted by Jeff Lipshaw (cross-posted at MoneyLaw)

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 securityissue?” 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.

Thiscase is of some pedagogical note. It was in the fifth edition of theKlein, Ramseyer, & Bainbridge Business Associations case book, andChoi & Pritchard mention it in their teacher’s manual. For me,however, it is something akin to dissecting the recent AppalachianState v. Michigan football game, because I was the general counsel ofGreat Lakes Chemical at the time the case was filed, and was intimatelyinvolved in the decision to file it as a federal securities, ratherthan a state common law fraud, claim. Indeed, I was involved in thedecision to file it as a fraud claim at all, rather than merely abreach of contract case. And, although the case ultimately settled, onthis particular issue we took a sound butt-kicking (all the morefrustrating because the federal court indicated on the record at theclose of argument that he thought there was a well-pled fraud claim ifthe interest was a security, and later a Delaware chancery judge bootedit as a fraud claim under state law based on disclaimer language in theagreement).

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

Iam curious, however, about the perspective of those out there who haveactually taught their own cases. Is it a good idea? How do the studentsreact? Does it help bridge the theory-practice divide?