Myron Taylor Hall resounded with the sounds of deals being hammered out early last month as 60 students competed in the fifth annual Cornell Law School Transactional Lawyering Competition, the only contest of its kind in the country. The contest, which is the culminating experience of the Introduction to Transactional Lawyering course, lets students put what they learn in the classroom about structuring deals into practice, in front of more than 30 alumni and other distinguished transactional lawyers and business people acting as adjunct instructor-judges. The contest was presented on November 8 and 9 by the Clarke Institute for the Study and Practice of Business Law and the Cornell Business Law Society.
Professor Charles Whitehead created the competition to address what he saw as a fundamental disconnect. “The standard law school curriculum is based on cases, very often appellate cases, so students become familiar with the corporate transactional world through litigation,” Whitehead says. “Well, often if a lawsuit is filed, it means that it is a ‘failed deal.’ And that tends to be only a small fraction of the deals that get done. So, the idea was to help students better understand how to go about thinking through and structuring deals outside the courtroom.”
This year, the transactional lawyering class was cotaught by Whitehead and Professor Celia Bigoness; Bigoness will be joining the Law School's Lawyering Program next fall, but agreed to come on board early as an adjunct professor to lend students the benefit of her seven years of transactional experience at Sullivan & Cromwell. “It's really unique among law schools in giving students the opportunity to test out what they've learned with real-life practitioners who are able to give them feedback on the spot,” Bigoness says of the competition. “They had the theory, they knew what they were doing. But to be able to put it into practice and see how they do in real life, where you have to think on the spot and learn from the other side facts and issues that you hadn't learned previously and how do you react to that on the spot while protecting your client's interests, that's extremely valuable.”
Students were assigned to negotiate the sale of a recycled coated paper manufacturing plant in upstate New York for the most recent contest; as in previous years, the deal is based on one negotiated by Whitehead prior to entering academia. Two-student teams designated as buyer's or seller's counsel each receive case statements, a scaled-down purchase agreement, and instructions from their "clients" early in the term, and then produce a mark-up about a week before the competition. On the big weekend, they spread out throughout the Law School over three rounds of negotiations with different opposing teams to hash out the best deal they can, with the instructor-judges both adjudicating and giving advice.
By Sunday afternoon, the field had been whittled down to two competing teams: Allison Eitman '16 and Wayne Yu '16, representing the buyer, and Keith Forbes '16 and Lynn Thomas '16, representing the seller. One of the instructor-judges who heard the final round of negotiations, David Furman '83, said, "I was very heartened by the level of commitment by the students and the level of sophistication both of the markups and the negotiation itself." He added, "Often law schools focus on litigation-oriented clinics and programs, and it's terrific to see that Cornell Law School is fostering the other side of the practice, namely corporate transactional lawyering skills." The other two judges of the final round were William Casazza '85 and Adele Hogan '85.
Yu said that the example the instructor-judges provided was invaluable. "Every judge takes it from a different perspective, so you're gaining different insights from everybody, who have different ways of making deals," he said. "Some may be really aggressive, some may be really passive, and during the competition some at times would interject and just kind of push you towards a beneficial solution with creative ideas and solutions you might not have thought about." Eitman, Yu's fellow buyer's counsel, agreed that heeding the instructor-judges' advice was vital to their success in the competition. "I think listening is a really important skill on top of speaking at the negotiation table," she said.
Whitehead noted that he's grateful for the continued support of alumni acting as instructor-judges and is "always looking for new judges, people who have got strong transactional experience."
The BLI was established in 2007 by a founding gift from Jack G. Clarke LL.B. '52 and his wife, Dorothea S. Clarke. It provides a locus for law faculty with particular expertise in such areas as securities regulation, financial institutions, international economic law, intellectual property, transactional lawyering, business organizations, and ethics and corporate culture.
John Alexander '71 (Sayles & Evans)
David Boehnen '88 (Dorsey & Whitney)
John Calandra '91 (McDermott Will & Emery)
William Casazza '85 (Aetna)
Robert Feiner '85 (Feiner Wolfson)
Todd Feinsmith '91 (Pepper Hamilton)
Dean Fournaris '91 (Wiggin & Dana)
David Furman '83 (Gibson, Dunn & Crutcher)
Joel Hartstone '70 (Stonegate Capital Group)
Denise Hauselt '83 (formerly Corning)
Sarah Hewitt '82 (Schnader Harrison Segal & Lewis)
Adele Hogan '85 (Hogan Law Associates)
Jim Kaput '86 (Zebra Technologies)
Sandra Lambert '80 (Kadant)
Thomas Malone '05 (Latham & Watkins)
Ira Marcus '74 (Saiber) Deborah McClean '78 (Nixon Peabody)
Ray Minella '74 (Cornell Law School)
Joshua Nathan '91 (Private Practice)
Brendan O'Connor '05 (Honeywell International)
Dale Okonow '83 (The Watermill Group)
Adrianne Payson '00 (DLA Piper)
Jay Rakow '77 (ProCon.org)
Elke Rehbock '04 (Dentons)
Mack Rosoff (Rosoff & Co.)
Stanley Schwartz '69 (Orloff, Lowenbach, Stifelman & Siegel)
William Shiland '83 (Rexford Management Company)
Andy Stamelman '83 (Sherman Wells Sylvester & Stamelman)
Al Uluatam '91 (State Street/Global Treasury Legal)
Mark Underberg '81 (Cardozo School of Law)
Stephen Urban '90 (Connell Foley)
Sara Werner (Dentons)
- IAN MCGULLAM