December 31, 1997

Contacts:

Jean Kempe-Ware
Director of Public Relations
(503) 768-7960
[email protected]

Gordon Smith
Associate Professor of Law
(503) 768-6754
[email protected]

Jennifer Johnson
Professor of Law
(503) 768-6626
[email protected]

First law journal on small and emerging business law

PORTLAND, Ore.--Northwestern School of Law of Lewis & Clark College has published the nation's first scholarly law journal to focus on closely held business enterprises.

"The inaugural issue of 'The Journal of Small and Emerging Business Law' marks the beginning of what I am confident will be an important addition to legal scholarship," says James Huffman, dean of Lewis & Clark's law school.

"'The Journal of Small and Emerging Business Law' fills a giant hole," states Gordon Smith, associate professor of law at Lewis & Clark College and one of four faculty advisers.

He notes that few law journals focus on business: "Those that do, focus on 'Wall Street' rather than 'Main Street,' on large businesses at the expense of smaller ones."

"In the past, it was rare for law students to study partnerships or closely held corporations, and limited-liability companies existed in only a few states," Smith points out. "Today those entities are the bread and butter of small business lawyers."

The inaugural issue features papers presented at Lewis & Clark's Law Forum "Business Enterprises--The Next Century" by Larry E. Ribstein, professor of law, George Mason University; Richard A. Booth, professor of law, University of Maryland; Robert W. Hamilton, professor of law, University of Texas; J. William Callison, Faegre & Benson LL.P; Carol R. Goforth, professor of law, University of Arkansas; and Robert R. Keatinge, Denver, Colo. Fred S. McChesney, professor of law, Emory University, wrote the commentary; and Jennifer Johnson, professor of law, Lewis & Clark College, wrote the introduction.

Articles explore issues such as mandatory fiduciary duties, obstacles to freedom of choice for management structure, the wisdom of universal entities, the appropriate role of state legislatures, and the impact of the changes in the law upon existing firms and business relationships, according to Johnson.

"The Duties of Corporate General Partners," by Robert Hamilton of the University of Texas, deals with liability of general partners in limited partnerships, an area of the law that is "really confused," according to Smith. "Hamilton brings some order to it." "Changing Statutory Forms," an article by Larry Ribstein of George Mason University, covers the problem of transitioning to limited liability companies, relatively new entities.

Subsequent issues will address other aspects of small and emerging business law, such as venture capital, commercial lending, securities law, employment law, bankruptcy, and international business transactions.

Huffman notes that Lewis & Clark's business law program integrates traditional law school curriculum with an emphasis on the legal needs of small and emerging businesses.

"Most of our graduates who do business-related work, like most of the graduates of most law schools, provide legal services to entrepreneurs and the many small businesses that are the backbone of the United States economy. 'The Journal of Small and Emerging Business Law' will serve these lawyers and the businesses they represent."

"The Journal of Small and Emerging Business Law" publishes two issues a year. Annual subscriptions are $15 ($20 overseas). For subscriptions and more information, contact Theresa Edwards, program assistant, (503) 768-6758.

Faculty advisers are Smith, Johnson, Brian A. Blum, John A. Bogdanski and D. Gordon Smith. ###

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