Jeffrey  Lipshaw

Professor of Law

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Professor Lipshaw teaches contracts and courses in the business curriculum. He writes on contract theory, corporate law, and business judgment, with focus on the overlap between business and legal decision-making. He is particularly interested in the theoretical and practical implications of having been trained merely to “think like a lawyer” when confronting uncertainty and making decisions in business transactions. His most recent work assesses the extent to which contracts and lawyering can be replicated computationally.

Before becoming a full-time academic in 2007, Professor Lipshaw spent twenty-six years as a lawyer and business executive, most recently serving as general counsel for Great Lakes Chemical Corporation. He began his career in 1979 at the law firm of Dykema Gossett in Detroit, where he was a partner in the litigation and corporate groups and served from 1993 to 1997 as the general counsel of AlliedSignal Automotive. Before coming to Suffolk, he was a visiting professor at the Wake Forest and Tulane law schools.

While Professor Lipshaw has published prodigiously over his academic career on serious topics like artificial intelligence, corporate governance, contract theory, and legal reasoning, his most-read works continue to be Memo to Lawyers: How Not to Retire and Teach,” 30 N.C. CENT. L. REV. 151 (2008), the account of his transition from superannuated practitioner to academic theoretician, and its sequel, “Retire and Teach” Six Years On, 41 N. KY. L. REV. 67 (2014), a post-tenure reflection on academic law. He is still waiting for offers from major Hollywood studios for movie rights and has several ideas about the appropriate actors to portray him.


  • Stanford University
    JD (1979)
  • University of Michigan
    AB 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

Selected Publications


  • Between Rights and Rites: The Ironies of Contract and Crisis, 85 LAW & CONTEMPORARY PROBLEMS 77 (2022)
  • 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)
  • Dissecting the Two-Handed Lawyer: Thinking Versus Action in Business Lawyering, 10 BERKELEY BUS. L. J. 231 (2013)


  • 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

  • Lawyering Somewhere Between Computation and the Will to Act, in Larry DiMatteo, et al., eds, THE CAMBRIDGE HANDBOOK OF LAWYERING IN THE DIGITAL AGE (Cambridge University Press, 2021).
  • 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)


Honors and Awards

  • Cornelius J. Moynihan (Teaching) Award, 2012-13 (given to a member of the law school faculty who exhibits great expertise as a classroom instructor; voted by the student body).
  • Alexander Cella Award, 2011 (given in recognition of a faculty member’s support of the Law Review)

Bar Admittance

  • MI
  • IN (inactive)
  • MA
Law Professor Jeffrey Lipshaw

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Courses Taught

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

Curriculum Vitae

Professional Links

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