Jeffrey Lipshaw

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Associate Professor

Suffolk University Law School

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Suffolk Law School, Boston, MA
Associate Professor of Law, 2007-
Courses: Agency, Partnerships, & LLCs; Securities Regulation

Tulane University Law School, New Orleans, LA
Visiting Associate Professor of Law, 2006-07
Courses: Business Enterprises, Secured Transactions, Sales

Wake Forest University School of Law, Winston-Salem, NC
Visiting Professor of Law, Fall Term, 2005
Courses: Contracts, Sales

Indiana University School of Law-Indianapolis
Adjunct Professor of Law, Spring Term, 2005
Course: Advanced Topics in Business Law: Technology Start-ups & Venture Capital


Articles and Book Reviews

Why the Law of Entrepreneurship Barely Matters, forthcoming, W. NEW ENG. L REV. (2009), available at (symposium essay).

Review of POLICING AND THE POETICS OF EVERYDAY LIFE (solicited), forthcoming, L. & SOC'Y REV. (2009).

Objectivity and Subjectivity in Contract Law: A Copernican Response to Professor Shiffrin, 21 CAN. J. L. & JURIS. 399 (2008).

Models and Games: The Difference between Explanation and Understanding for Lawyers and Ethicists, 56 CLEV. ST. L. REV. 613 (2008).

Memo to Lawyers: How Not to “Retire and Teach,” 30 N.C. CENT. L. REV. 151 (2008).

Screed or Scholarship: The Days of Whine and Roses, 9 LEGAL ETHICS 233 (2007) (review of The Destruction of Young Lawyers).

Freedom, Compulsion, Compliance, and Mystery: Reflections on the Duty Not to Enforce a Promise, 3 LAW, CULTURE & THE HUMANITIES 82 (2007).

Of Fine Lines, Blunt Instruments, and Half-Truths: Business Acquisition Agreement and the Right to Lie, 32 DEL. J. CORP. L. 431 (2007).

Contract Formalism, Scientism, and the M-Word: A Comment on Professor Movsesian’s Under-Theorization Thesis, 35 HOFSTRA L. REV. 23 (2006) (featured as “Download of the Week” on Larry Solum’s Legal Theory Blog, June 24, 2006).

Law as Rationalization: Getting Beyond Reason to Business Ethics, 37 U. TOL. L. REV. 959 (2006).

Duty and Consequence: A Non-Conflating Theory of Promise and Contract, 36 CUMB. L. REV. 321 (2006).

Contingency and Contracts: A Philosophy of Complex Business Transactions, 54 DEPAUL L. REV. 1077 (2005).

The Bewitchment of Intelligence: Language and Ex Post Illusions of Intention, 78 TEMP. L. REV. 99 (2005).

Sarbanes-Oxley, Jurisprudence, Game Theory, Insurance and Kant: Toward a Moral Theory of Good Governance, 50 WAYNE L. REV. 1083 (2004).

Antitrust Issues in Dealer Terminations and Product Distribution, 64 MICH. BAR J. 44 (1985) (with Ronald S. Holliday).

Antitrust, 4 DET. COLL. L. REV. 281 (1984) (Annual Survey of Sixth Circuit Law)

Works in Progress

Law’s Illusion: Scientific Jurisprudence and the Struggle with Judgment, Suffolk University Law School Research Paper No. 08-20, available at

Books and Book Contributions:

UNINCORPORATED BUSINESS ASSOCIATIONS, 4th edition (joining Larry Ribstein as co-author), LexisNexis, forthcoming in 2009.

ENRON AND OTHER CORPORATE FIASCOS: THE CORPORATE SCANDAL READER, 2D, edited by Nancy B. Rapoport, Jeffrey D. Van Niel & Bala G. Dharan (Wayne Law Review and University of Toledo Law Review articles, above).

BECOMING A LAW PROFESSOR, Working Manuscript (with Brannon Denning, Marcia McCormack, and W. Bradley Wendel).

Note on Judge Posner's Opinion in Lake River Corp. v. Carborundum Co., in Teachers' Manual to BRUCE W. FRIER & JAMES J. WHITE, THE MODERN LAW OF CONTRACTS (2005), at 268-71.

Trial in LITIGATING THE COMMERCIAL CASE, ch. 11 (1992) (with Donald S. Young).


Harvard Program on the Legal Profession, Conference on Globalization of the Legal Profession, November 21, 2008. Posted live blogging of proceedings on Legal Profession Blog. See globalization_conference.php

Corporate Boards and Good Judgment: Does Rule 14a-8 Activism Help? HARVARD LAW SCHOOL CORPORATE GOVERNANCE BLOG, November 29, 2008.

Co-Editor, Legal Profession Blog, available at legal_profession/ [part of Law Professor Blogs, editor-in-chief, Paul Caron,].

Contributor, Money Law (edited by Jim Chen, Dean, Brandeis School of Law, University of Louisville), available at

Guest Blogger, PrawfsBlawg, July-August, 2006; July, 2007 (see prawfsblawg/lipshaw/index.html).

Guest Blogger, Concurring Opinions, December, 2007 – January, 2008.

Guest Blogger, Conglomerate, October, 2008.

Appellant's Brief in O'Dowd v. General Motors Corp., 4 COOLEY L. REV. 193 (1987) (Winner of the Thomas M. Cooley Law Review Distinguished Brief Award).


Chair/Discussant, Creativity, Law, and Entrepreneurship Conference, University of Wisconsin Law School, April 24, 2009

Guest Lecture, "What Do Shareholders Want?" Harvard Law School, November 18, 2008 (Professor Lucian Bebchuk's Shareholder Activism seminar).

Northeast Regional Law & Society Conference, Amherst College, October 31, 2008. Chair/Discussant, Panel on Knowledge Processes in the Law (with Ed Cheng, Brooklyn, and Joanna Grossman, Hofstra).

Panelist, "Why the Law of Entrepreneurship Barely Matters," Third Annual Interdisciplinary Conference on Entrepreneurship and Community Development, Western New England College Law and Business Center for Advancing Entrepreneurship, Springfield, MA, October 17, 2008.

Association for the Study of Law, Culture, and the Humanities, University of California, Berkeley, March 28-29, 2008, organizer and moderator of a roundtable panel entitled “Justice and Instrumentality in Private Law” (with Peter Alces (William & Mary); Alan Calnan (Southwestern), Robin Kar (Loyola – Los Angeles), Nathan Oman (William & Mary))

Midwestern Law and Economics Association 2007 Annual Conference, University of Minnesota, Minneapolis, October 12-13, 2007 (presentation of Models and Games).

Joint Annual Meeting of the Law and Society Association (LSA) and the Research Committee on Sociology of Law (RCSL), Humboldt University, Berlin, July 25-29, 2007, Roundtable Panelist, “The New Formalism,” (with Lawrence Solum, Dennis Patterson, Randy Barnett, and Ekow Yankah).

AALS Annual Meeting, Section on Socio-Economics, Panel on Criminology and Socio-Economics, “Co-optation and Accounting Fraud,” Washington, D.C., January 3, 2007 (synopsis available at

Faculty Colloquia, “The Right to Lie in Business Acquisition Agreements: Preliminary Thoughts on Reconciling Contract and Fraud,” Tulane University Law School, October 25, 2006; Texas Wesleyan University Law School, October 30, 2006.

Presentation, “Applying Principles of Corporate Law in the Real World,” Indiana University School of Law – Indianapolis, November 10, 2006.

Panelist, 5th Annual Faculty Conference and Workshop, Teaching Transactional and Exempt Organization Law in the Classroom, in the Clinic and in Field Placements, “Teaching Transactional Law in the Classroom,” Northwestern University School of Law, April 7, 2006.

Panelist, NYU Journal of Law & Liberty On-Line Symposium, "Sarbanes-Oxley and the Federalization of Corporate Law," Oct. 28, 2005 (with Larry Ribstein, Brett McDonnell, Justice Myron Steele, Robert Ahdieh, Allen Ferrell and Larry Backer), available at

Legal Aspects of Entrepreneurship, University of Michigan Business School, March 31, 1999; University of Michigan-Dearborn School of Management, March 24, 1999.

Understanding What Sellers are Looking For, Third Auto Industry Supplier Mergers & Acquisitions Forum, Ritz-Carlton Hotel, Dearborn, Michigan, October 26, 1998.

Practicing Corporate Law, Speaker, University of Michigan Phi Alpha Delta Pre-Law Fraternity, October 6, 1998.

Year 2000 Issues, CMS Enterprises Law Department, South Haven, Michigan, September 4, 1998.

Understanding What Sellers are Looking For, The Auto Industry Supplier Mergers & Acquisitions Forum, Hotel Nikko, Chicago, Illinois, April 14, 1997.


Stanford Club of New England Entrepreneurs’ Forum, Member, 2007 -.

Suffolk University Law School, Advanced Legal Studies and Career Development Committees, 2007 -

Park Tudor School, Indianapolis, Board of Directors (2003 - present).
Pre-K through 12th grade independent private school with approximately 1,000 students.

Spirit & Place Festival, Indianapolis (2004).
Organized and raised funds for "Coming to Terms with Evil," lecture by Susan Neiman, director of the Einstein Forum, Berlin and author of Evil in Modern Thought (co-sponsored by the Butler University Center for Faith and Vocation, Congregation Beth-El Zedeck, and Park Tudor School)

New Enterprise Forum, Ann Arbor, Michigan, Board of Directors (1999)
Organization supporting the entrepreneurial and venture capital community in Southeastern Michigan.


Stanford University
J.D., 1979

University of Michigan
A.B. in History, with High Distinction, 1975.
Phi Beta Kappa.
James B. Angell Scholar (two consecutive terms of all-A), 1973, 1974, 1975.
Cartoonist, Michigan Daily


Great Lakes Chemical Corporation, Indianapolis, Indiana
Senior Vice President & General Counsel (1999-2005)
Interim Vice President, Corporate Development (2000)
Overall responsibility for legal affairs of $1.6 billion, NYSE-listed global specialty chemical company with approximately 4,500 employees.

AlliedSignal Inc., Southfield, Michigan
Vice President & General Counsel, AlliedSignal Automotive (1993-1997)
Senior Counsel, AlliedSignal Automotive (1992-1993)
Responsibility for legal affairs at $6 billion division a $13 billion diversified multi-national company. AlliedSignal later merged with and took the name Honeywell International.

Dykema Gossett, Detroit, Bloomfield Hills and Ann Arbor, Mich.
Of Counsel, Corporate and Finance Group. (1998-1999).
Partner, Corporate and Finance Group (1989-1992)
Partner, Litigation Group (1987-1989)
Associate, Litigation Group (1979-1987).
General commercial and corporate matters, mergers and acquisitions, underwriting for conduit municipal bond financing, investment advisor registration and regulation, insurance regulation, antitrust, international transactions, startup and venture capital transactions, securities litigation, insolvency, and rate proceedings.

Bar Membership: Michigan (1979); Indiana (inactive, 2001); Massachusetts (2008); United States Supreme Court (1984).

Recent Publications
The Epistemology of the Financial Crisis: Complexity, Causation, Law, and Judgment
Southern California Interdisciplinary Law Journal, Vol. 19(2), pp. 299-351 The focus on complexity as a problem of the financial meltdown of 2008–2009 suggests that crisis is in part epistemological: we now know enough about financial and economic systems to be threatened by their complexity, but not enough to relieve our fears...
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Suffolk University Law School

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