Alumni Short

Building a Better Transactional Lawyer

New Courses Bolster Deal-Making Savvy
Ithaca, New York, January 28, 2013

“Court decisions, by and large, involve failed or contentious transactions,” says Charles K. Whitehead, Professor of Law. Most transactions, he notes, never reach the courtroom. Yet legal education tends to be heavily biased toward court cases, scanting students on deal-making skills. With about half of its graduates heading into transactional fields, the Law School is addressing this oversight—common in legal education—with a new slate of courses that equip participants to tackle real-world deals.

“What we’ve done at Cornell, and I don’t think it’s unfair to say we’re one of the country’s leaders in this, is create capstone classes that give students exposure to trans­actional law, providing perspective and a broader understanding of what a deal lawyer does,” says Whitehead.

He adds, “It’s something I would have loved to have had when I was in law school.”

In Deals, students dissect actual transactions and then get to speak with the lawyers behind them. In Introduction to Transactional Lawyering, course study culminates in the Transactional Lawyering Competition, judged by seasoned alumni. Whitehead points out how rare it is for law students, or even novice lawyers, to receive significant time and feedback from such senior practitioners. By the final round, he says, many of the contenders have picked up a level of understanding that puts them on a par with junior lawyers a few years ahead of them.

Supplementing these two lecture classes is a host of seminars and practica. Taught mostly by alumni, they cover a broad range of practice areas, including private equity, commercial banking, capital markets, corporate governance, real estate, financial derivatives, and the structuring of complex agreements. “Our full-time faculty provides the nucleus of our curriculum, and the adjunct faculty members, enormously talented and experienced practitioners, provide breadth and immediacy,” says Stewart J. Schwab, The Allan R. Tessler Dean and Professor of Law. Over the past four years, the dedication from alumni practitioners has helped to create a strong and growing transactional curriculum.

The underlying theme of all the seminars, says Whitehead, is that adroit structuring and negotiations actually make transactions more valuable for both parties. “This is no surprise to experienced practitioners,” he says, “but it’s a revelation to students.”

“Our overall goal is to make Cornell Law students better prepared than any law students in the country at transactional law,” says Schwab, “and we are succeeding.”

Deals and Transaction Law Courses:

LAW 6292 Deals

Charles K. Whitehead (B.A. '83), Professor of Law
Raymond Minella J.D. '75, Executive Director, Clarke Business Law Institute

LAW 6293 Deals Seminar: Drafting and Analyzing Corporate Agreements

Arnold S. Jacobs, (B.M.E. '61) M.B.A. '63/LL.B. '64, Partner, Proskauer & Rose

LAW 6294 Deals Practicum: Private Equity Transactions

Steven Flyer J.D. '91, Managing Principal, Gotham Private Equity Partners
Lou R. Kling, Partner, Skadden, Arps, Slate, Meagher & Flom
Eileen T. Nugent (B.A. '75), New York Office Leader and Head of Private Equity Group, Skadden, Arps, Slate, Meagher & Flom

Law 6572 Introduction to Transactional Lawyering

Charles K. Whitehead (B.A. '83), Professor of Law

LAW 6738 Negotiation Skills

Raymond Minella J.D. '75, Executive Director, Clarke Business Law Institute

LAW 7154 Corporate Governance in Practice: Advising the Board of Directors

Mark Underberg (B.A. '77) J.D. '81, Independent Corporate Governance Advisor

LAW 7159 Deals Seminar: Bank Loan Transactions

Charles Fox, Founder, Fox Professional Development

LAW 7160 Deals Seminar: Law and Investment Banking – The General Counsel’s Perspective

Neil Radey, (B.A. '76) J.D./M.B.A. '83, Managing Director, Credit Suisse

LAW 7163 Deals Seminar: Financial Derivatives

Gary Barnett, Director of the Division of Swap Dealer and Intermediary Oversight, U.S. Commodity Futures Trading Commission
Gregory Scopino J.D. '05, Special Counsel with the Division of Swap Dealer and Intermediary Oversight, U.S. Commodity Futures Trading Commission

LAW 7166 Deals Seminar: Capital Markets Transactions

James Junewicz, Partner, Winston & Strawn

LAW 7169 Deals Seminar: Real Estate Transactions

Nathalia Bernardo, Real Estate Associate, Paul Hastings
Robert J. Wertheimer (B.A. '76), Real Estate Partner, Paul Hastings