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Students Hone Deal-Making Skills at First-Ever Competition

Thirty-six students vied for first prize in the Law School's Transactional Lawyering Competition, which offered tools to understand and structure a complex deal – something much in demand in business law but rarely taught in law schools.

The intramural event, which took place November 13-14, was the first ever at a major law school.

"The value for our students was the direct feedback from experienced business lawyers," reported organizer Professor Charles Whitehead, who teaches business law, including a course on deal structuring. Twenty-seven Law School alumni, some from places as far-flung as Seattle and Beijing, came to campus to judge the competition and help instruct the students.

"I think law students who have this experience will have a tremendous leg up when they start doing [deals as lawyers]," said competition judge Mark Underberg, a partner with Paul, Weiss.

"It's a great program and something law students don't get enough of," said Professor Sital Kalantry, competition judge and former business lawyer. "Half our graduates or more become corporate lawyers," she noted.

"There was a tremendous amount of learning in just two days," said Elisa Durrette, who with Omair Khan was chosen as the best seller's counsel. Joseph Pohlkamp and Nick Menillo were named the best buyer's counsel.

At the start of the fall semester, 36 students were selected (out of about 90 applicants) through a lottery and assigned to teams of two, half representing buyers and half sellers in an asset sale. As part of the competition, they were given a hypothetical case involving an upstate New York State hotel property and asked to mark up a simplified purchase agreement, citing concerns and proposing changes. Teams raised questions with their hypothetical clients that helped ferret out key information affecting deal structure and value. They also got confidential news – some negative (sellers learned of termite infestation at a nearby national park), some positive (buyers heard a Harry Potter theme park was planned close by). During three rounds of negotiations over the mid-November weekend, they amended their markups and got critiqued by the volunteer instructor-judges.

"You're not Santa Claus. If you give up something, make sure it's in exchange for something else, suggested Ray Minella, retired vice chairman of Jefferies & Company.

"Think 'What is it that would be important to my client that isn't in this draft?'" added Deborah McLean, a partner with Nixon Peabody.

"When you put in a provision, think reciprocal," advised Frank Schiff, a partner with MidOcean Partners, who said he was impressed with students' efforts, knowledge base and ability to think on their feet. "I wish I'd had something like this when I was a law student," he said.

Throughout the fall semester competition students and others attended five lectures on deal structuring and a mock negotiation led by Skadden partners Steve Banker, Tom Greenberg, and Eileen Nugent, all Cornell alumni.

-Linda Brandt Myers