James L. Carey

James Carey is a Professor Emeritus at the Cooley, and a past director of the Corporate Law & Finance LL.M. Program. Professor Carey joined the faculty of the law school in 2005 and taught full-time through 2014. Professor Carey continues to teach classes from time to time, but is back in the full-time practice of law. His firm, Carey Law Office, PC, specializes in Business Planning for small and mid-sized companies as well as Estate Planning for families.

Professor Carey has taught Business Organizations, Wills, Trusts and Estates, and Securities Regulation in the JD program. He also teaches Advanced Corporate Transactions, Corporate Professional Responsibility, and Public Company Disclosure for the Corporate and Finance LLM program.

Professor Carey has spent his legal career focusing on business law issues. He is a past chair of the Business Law Section of the Michigan State Bar, a past official reporter for the Business Corporation Act Legislative Drafting Committee, and a past official reporter for the Limited Liability Company Act Legislative Drafting Committee. He is the current chair of the section’s LLC & Partnership Committee. In these capacities, Professor Carey assisted in the drafting of several legislative bills and has testified before committees of the Michigan House and Senate regarding these bills. Professor Carey has also been the principal draftsperson for several Amicus Briefs filed by the Business Law Section of the State Bar of Michigan at the request the Michigan Supreme Court. Professor Carey worked extensively on the briefs addressing business law issues for Miller v. Allstate and Allard v. Allard, as well as assisting with the drafting and filing of an Amicus for Madugula v. Taub.

Prior to joining the Cooley faculty, Professor Carey worked as Of Counsel in the Business Transactions Group of Dickinson Wright PLLC (Ann Arbor, Michigan) and as an Associate with the Corporate and the Insurance Services groups of Sidley Austin Brown & Wood LLP (Chicago, Illinois). His major areas of practice included counseling operating companies, insurance companies and banks on corporate governance, mergers and acquisitions, lending/borrowing, corporate finance, securities offerings, and regulatory matters. He has also served as a summer associate at Sidley & Austin (Chicago, Illinois), a law clerk for the 19th District Court (Dearborn, Michigan), an intern in the Senate Majority Office (Lansing, Michigan), and an assistant legal investigator at Dykema Gossett (Detroit, Michigan).

Professor Carey was also a stock broker at Dean Witter Reynolds (now part of Morgan Stanley); a district manager at Financial Services of America, and the executive director of the charitable DeMolay Foundation of Michigan. He also owned and operated his own business, CJL Computer Services.

Articles

• James L. Carey, Common Law Lessons for the Limited Liability Company - How, When and Why Corporate and Partnership Common Law Should Apply to LLCs, work-in-progress.
• James L. Carey & Justin G. Klimko, Amendments to Michigan’s Business Corporation Act and Repeal of the Professional Service Corporation Act, 59 WAYNE LAW REVIEW 1293 (2014).
• James L. Carey, Business Legislation Update at ICLE’s 23rd (2011), 24th (2012), 25th (2013), 26th (2014) and 27th (2015) ANNUAL BUSINESS LAW INSTITUTE.
• James L. Carey & Justin G. Klimko, Amendments to Michigan’s Business Corporation Act and Repeal of the Professional Service Corporation Act, THE MICHIGAN BUSINESS LAW JOURNAL, Volume 33, Issue 2 (Summer 2013).
• James L. Carey, James R. Cambridge, & Daniel H. Minkus, Recent Amendments to the Michigan Limited Liability Company Act, THE MICHIGAN BUSINESS LAW JOURNAL, Volume 33, Issue 2 (Summer 2011).
• James L. Carey, Common Ways Shareholders Lose their Limited Liability – How to Help your Clients Avoid being Liable for the Debts of the Company they Own, Expert Commentary (December 2009) (available at Lexis, Expert Commentaries library, ALLEC file).
• James L. Carey, Shareholder Oppression Actions, Expert Commentary (Dec. 2009) (available at Lexis, Expert Commentaries library, ALLEC file).
• James L. Carey, Updating Confidentiality and Nondisclosure Agreements in Light of SEC v. Cuban, Expert Commentary (Dec. 2009) (available at Lexis, Expert Commentaries library, ALLEC file).
• James L. Carey, Stockbroker Liability, Expert Commentary (Dec. 2009) (available at Lexis, Expert Commentaries library, ALLEC file).
• James L. Carey, Social Networking Websites: Will the Securities and Exchange Commission Want to be Your Friend? (Jul. 2009).
• James L. Carey, Financial Assets with Beneficiary Designations – Complications to Consider in Estate Planning, Expert Commentary (May 2008) (available at Lexis, Expert Commentaries library, ALLEC file).
• James L. Carey, Securing the Material Deduction for Non-U.S. Citizen Spouses – the Qualified Domestic Trust (QDOT), Expert Commentary (May 2008) (available at Lexis, Expert Commentaries library, ALLEC file).
• James L. Carey, Broker Liability, (Nov. 2007).

Book Reviews and Other Short Works

• James L. Carey, The “Full Disclosure” Recommendation in Private Transactions, 2009 Emerging Issues Analysis 3481 (Apr. 2009).
• James L. Carey, Writing Better Contracts with Service Providers, 2009 Emerging Issues Analysis 3480 (Apr. 2009).
• James L. Carey, Update the Boilerplate: Some Thoughts when Contracting with Service Providers, 113 Det. Leg. News 46 (May 2, 2008).
• James L. Carey, Confusing ‘Learned Professions Doctrine’ Heard by Supreme Court in Licensee Case, 22 Mich. Laws. Wkly. 3 (Apr. 21, 2008).
• James L. Carey, Broker Liability, (Nov. 2007).

Other Writings

• Amicus Curiae Br. of the Bus. L. Sec. of the St. B. of Mich., Allard v. Allard (Michigan Supreme Court Docket Number 150891, filed January 20, 2016).
• Amicus Curiae Br. of the Bus. L. Sec. of the St. B. of Mich., Madugula v. Taub, 494 Mich. 862 (2014).
• Amicus Curiae Br. of the Bus. L. Sec. of the St. B. of Mich., Miller v. Allstate Ins. Co., 481 Mich. 601 (2008).