Jeffrey  Lipshaw

Professor of Law

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Bar Admittance

  • MI
  • IN (inactive)
  • MA


Jeffrey Lipshaw teaches contracts and courses in the business curriculum. Before becoming a full-time academic in 2007, Professor Lipshaw spent twenty-six years as a lawyer and business executive, most recently serving as Senior Vice-President, General Counsel, and Secretary for Great Lakes Chemical Corporation. He began his career with the law firm of Dykema Gossett in Detroit, where he was a partner in the litigation and corporate groups, and served as the Vice President & General Counsel of AlliedSignal Automotive, a large auto parts manufacturer. Before coming to Suffolk, he was a visiting professor at the Wake Forest and Tulane law schools. He is a graduate of the University of Michigan and the Stanford Law School.

Jeffrey Lipshaw's SSRN Publications Page




BEYOND LEGAL REASONING: A CRITIQUE OF PURE LAWYERING (Routledge, 2017). BECOMING A LAW PROFESSOR: A CANDIDATE’S GUIDE (with Brannon Denning and Marcia McCormack), American Bar Association (2010).

UNINCORPORATED BUSINESS ENTITIES, 5th edition (with Larry Ribstein (deceased), Elizabeth Miller, and Joshua Fershee) (LexisNexis, 2014).


Book Chapters

Cognition and Reason: Rethinking Kelsen in the Context of Contract and Business Law, in D.A. Jeremy Telman, ed., HANS KELSEN IN AMERICA – SELECTIVE AFFINITIES AND THE MYSTERIES OF ACADEMIC INFLUENCE (Springer, 2016).

Formalism, Speech Acts, and the Realities of Contract Formation, in SPEAKING OF LANGUAGE AND LAW: CONVERSATIONS ON THE WORK OF PETER TIERSMA (Lawrence Solan, et al, eds. Oxford University Press, 2015)

ENRON AND OTHER CORPORATE FIASCOS: THE CORPORATE SCANDAL READER, 2D, edited by Nancy B. Rapoport, Jeffrey D. Van Niel & Bala G. Dharan (Foundation Press, 2009).



The False Dichotomy of Corporate Governance Platitudes, 46 J. CORP. LAW. 345 (2021).

Conversation, Cooperation, or Convention? A Response to Kar and Radin, 43 Australasian J. L. Phil. 90 (2018)

The Persistence of “Dumb” Contracts, 2 Stan. J. Blockchain L. & Pol’y 1 (2019)

Halting, Intuition, Heuristics, and Action: Alan Turing and the Theoretical Constraints on AI-Lawyering, 5 Savannah L. Rev. 133 (2018)

Lexical Opportunism and the Limits of Contract Theory, 84 U. CINN. L. REV. 217 (2016)

What Is It Like to Be a Beetle? The Timelessness Problem in Gilson’s Value Creation Thesis, 15 U.C. DAVIS BUS. L.J. 23 (2015)

Trust v. "Law in a Box": Do Organizational Forms Make a Difference?, 2014 U. ILL. L. REV. 1795

Dissecting the Two-Handed Lawyer: Thinking Versus Action in Business Lawyering, 10 BERKELEY BUS. L. J. 231 (2013)

Thesis Sentence, 16 GREEN BAG 2d 225 (2013)

Retire and Teach Six Years On, 41 N. KY. L. REV. 67 (2014)

What's Going On?--The Psychoanalysis Metaphor for Educating Lawyer-Counselors, 45 CONN. L. REV. 1355 (2013)

Metaphors, Models, and Meaning in Contract Law, 116 PENN. ST. L. REV. 987 (2012)

The Financial Crisis of 2008-09: Capitalism Didn’t Fail, But the Metaphors Got a "C," 95 MINN. L. REV. 1532 (2011)

Contract as Meaning: An Introduction to 'Contract as Promise at 30', 45 SUFFOLK U. L. REV. 601 (2012)

The Venn Diagram of Business Lawyering Judgments: Toward a Theory of Practical Metadisciplinarity, 41 SETON HALL L. REV. 1 (2011)

Can There Be a Religion of Reasons? A Response to Leiter's Circular Conception of Religion, 26 J.L. & RELIGION 43 (2010)

The Epistemology of the Financial Crisis: Complexity, Causation, Law and Judgment, 19 S. CAL. INTERDISC. L.J. 299 (2010)

Beetles, Frogs, and Lawyers: The Scientific Demarcation Problem in the Gilson Theory of Value Creation, 46 WILLAMETTE L. REV. 139 (2009)

Disclosure and Judgment: "We Have Met Madoff and He is Ours", 35 U. DAYTON L. REV. 139 (2009)

Why the Law of Entrepreneurship Barely Matters, 31 W. NEW ENG. L. REV. 701 (2009)

Jonathan M. Wender's POLICING AND THE POETICS OF EVERYDAY LIFE, 43 LAW & SOC'Y REV. 720 (2009) (Book Review)

Sarbanes-Oxley, Jurisprudence, Game Theory, Insurance and Kant: Toward a Moral Theory of Good Governance, 50 WAYNE L. REV. 1083 (2005) (reprinted in Nancy B. Rapoport, Jeffrey D. Van Niel & Bala G. Dharan, eds., ENRON AND OTHER CORPORATE FIASCOS: THE CORPORATE SCANDAL READER, 2009)

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

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

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

Screed or Scholarship: The Days of Whine and Roses, 9 LEGAL ETHICS 233 (2007) (reviewing Douglas Litowitz's The Destruction of Young Lawyers: Beyond One L. (2006))

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 Agreements 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)

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

Law as Rationalization: Getting Beyond Reason to Business Ethics, 37 U. TOL. L. REV. 959 (2006) (reprinted in Nancy B. Rapoport, Jeffrey D. Van Niel & Bala G. Dharan, eds., ENRON AND OTHER CORPORATE FIASCOS: THE CORPORATE SCANDAL READER, 2009)

Contingency and Contracts: A Philosophy of Complex Business Transactions, 54 DEPAUL L. REV. 1007 (2005)

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


  • AB, University of Michigan
  • JD, Stanford University
Law Professor Jeffrey Lipshaw

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Courses Taught

  • Contracts
  • Business Entity Fundamentals
  • Entrepreneurship, Venture Capital, and the Law