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Training for Trouble
Note: This story has been updated to correct the name and title of former Gallo associate general counsel Jolene Yee.
Tears streamed down the cheeks of Mark Belnick, the former general counsel of Tyco International, as he described to Stanford University students what it was like to leave a successful private practice, become a GC for the first time, and then find himself caught up in a major accounting scandal. The emotional moment came as Belnick recalled the pressure when both his lawyer and his wife tried to persuade him to plead guilty to a misdemeanor in order to escape felony charges and a possible 25-year prison sentence. He refused the deal and was vindicated in July 2004, when a jury found him not guilty.
For Belnick, memories of the painful ethical dilemmas he navigated as GC remain all too vivid. And the Stanford law and business students witnessed his anguish up close as part of a class exploring "the role of the modern general counsel." It is taught by Daniel Cooperman, the retired Apple Inc. general counsel, along with former AIG International Group Inc. GC Stasia Kelly, who is now comanaging partner at DLA Piper, and Stanford law professor Joseph Grundfest. "The general counsel today is the chief ethicist in most companies," Cooperman says, "and that's a powerful and daunting role. We ask the students: 'What could you have done, were you in the GC chair?' "
Stanford isn't alone in bringing the real world of corporate law into the classroom, though most schools aren't aiming for the emotion and drama that Belnick brought with him when he visited Cooperman's class two years ago. The goals of most are pragmatic: Law schools are realizing that students need more experience-based learning. That's especially true for those who plan to be in-house counsel, because the role has changed so drastically in the past decade, under the influence of powerful laws like Sarbanes-Oxley and Dodd-Frank.
"I've seen the evolution in the GC role," Cooperman says, "and it is striking and startling. It's imperative that law schools address this."
Schools are beginning to make their own striking changes. While approaches vary from campus to campus, all stress problem solving and practical experience over case law and theory. There are, for example, single classes that concentrate on the GC's role and duties, as Cooperman's does. At Catholic University of America's Columbus School of Law, Steven Burkhart, GC at the Bic Corporation in Shelton, Connecticut, taught a spring course on "in-house counsel practice." Burkhart, like Cooperman, brings in other in-house counsel to help present real-world problems for the class to solve. "In my day," Burkhart says about offering practical experience, "the size of a school's law library was a critical factor in grading your law education. Now, what can be more irrelevant?"
Burkhart's students rave about his course. Jay Goossen was so inspired that he changed his summer plans. Goossen had already landed a summer associate job at a law firm, but had five weeks free before it started. When the university general counsel advertised for a summer law clerk, Goossen convinced the reluctant GC to let him have the job for the first five weeks. "I was applying what I learned in the classroom to a real-life job," Goossen says. "We were dealing with the same kind of contract work and managing numerous people's needs, while looking out for the best interest of the university."
Other schools' classes move from the general to the particulars of a GC's duties. Want to create a corporate compliance program, handle a bankruptcy, or obtain and protect a copyright? There may not be an app for that, but there's a hands-on class. Several schools also offer clinics where students provide free legal services to businesses that need them. And a few law schools have altered their entire third-year programs to give students a year immersed in real or simulated legal practices rather than theory. One group of law professors referred to the ongoing changes as "a growing crescendo of ferment in the world of legal education."
Why so many changes? And why now? A number of factors have converged to roil the once-still waters. It began with a 2007 Carnegie Foundation report that sharply criticized law school teaching and advocated significant changes. The report said that schools excelled in training students in legal analysis, but often failed to impart the skills needed to solve real legal problems, or to instill ethical values. "Law schools face an increasingly urgent need to bridge the gap between analytical and practical knowledge, and a demand for more robust professional integrity," the report said.
A collapsing economy drove the point home with a vengeance. While the cost of law school soared, the number of law firm jobs for beginners diminished. The result, says law professor Brian Tamanaha, of Washington University Law School in St. Louis, is "broken economics." Tamanaha has questioned the true value of a legal education in his controversial book Failing Law Schools . The book won widespread publicity, and is perhaps best known for its attack on how universities manipulate U.S. News and World Report 's annual ranking of law schools. But the author also suggests that schools offer courses to better prepare students to practice, and develop new models that address today's economic realities. "You need to look at the bottom line for students," Tamanaha says. "There's a point where you have to ask: Is this worth it?"
Faced with these pressures, law schools are breaking with tradition. As proof, the Institute for the Advancement of the American Legal System at the University of Denver has compiled a list of modern legal classes aimed at "educating tomorrow's lawyers." Many of these courses contain elements especially pertinent to would-be corporate counsel. Some classes are special additions to legal education, such as one on white-collar crime at Golden State University in San Francisco, where students get involved in all aspects of a casefrom gathering facts to drafting subpoenas to negotiating a plea deal. Others offer innovative and hands-on approaches to old subjects, such as contracts law, by making students actually negotiate and write the work product.
Another example of a new approach is a course to be offered in January at the University of Houston. It's projected to be the first of its kind in the country. Focused on the Foreign Corrupt Practices Act, the class will require students to use technology and legal tools to build and run risk-based compliance programs tailored to specific companies. It will be taught by two men who have fought in these trenchesJay Martin, chief compliance officer and deputy GC at Baker Hughes; and Ryan McConnell, a former federal prosecutor who's now a partner and FCPA expert at Baker & McKenzie (and a columnist for our website, CorpCounsel.com). Students will grapple with real-life compliance problems from Martin and other business leaders. "I can bring to the course some of the corporate challenges I've experienced," says Martin, who joined Baker Hughes in 2004 to help negotiate an eventual FCPA settlement with the U.S. Department of Justice.
Interest in the class is running highnot only with students but also with some current in-house counsel who want to attend. And it's no wonder; compliance is a hot topic today, and one area where lawyers are actually finding jobs. "It's a growing area," Martin notes, because scores of companies are under investigation every year, "and many of them sign settlements that have additional compliance requirements."
For some, the curriculum changes are taking too long. James Rowan, a law professor at Northeastern University in Boston, says, "Law schools have for years been slow to adopt opportunities for students to actually work with clients." At Northeastern, Rowan supervises a clinic where students help entrepreneurs in economically distressed areas start up new businesses. They do everything from writing contracts, to navigating zoning and licensing needs, to researching regulatory issues. Funded by a $500,000 grant from the U.S. Department of Commerce, the program will try to create a national model that other law schools can follow.
Another innovation in teaching is the University of Chicago Law School's "corporate lab" ["Send in the Externs," March]. In the lab, students work on real-world corporate assignments from clients like Microsoft Corporation or New York's Lincoln Center for the Performing Arts. They might research how a certain law applies to a company's operations or help another company set up a venture capital fund. Over the summer, the lab issued a voluntary "transactional challenge," and 80 students signed on. Lecturer Sean Kramer says the challenge involved working on three short, real-life exercises on due diligence, contract analysis, and contract drafting. Finalists got bragging rights to add to their resumes for job interviews, Kramer says, as well as invitations to a fall reception with senior in-house counsel and law firm partners.
But perhaps the boldest experiments are occurring in second- and third-year law programs. At Northeastern, which has a long tradition of combining classroom academics with hands-on experience for undergraduates as well as graduate students, future lawyers are required to obtain four quarters of full-time experience over their last two years. Luke Bierman, associate dean of experiential education, calls it a "pilot project in cooperative legal education." Some jobs are paid, some not. They include internships with law firms, corporate law departments, legal aid offices, and judges' chambers. "We think it's a better outcome for our students and for the profession, and we think it will be cheaper" than a traditional course, Bierman says.
And Northeastern isn't the only innovator. At Washington & Lee University in Virginia, the faculty began experimenting with more practical experience for third-year students in 2008, and the idea evolved into a full-blown mandatory schedule in the 201112 school year. The reformed curriculum is a blend of actual practice through clinics, externships, practicums that require law practice simulations, or transnational human rights programs. Many of the practicums are geared toward corporate law, according to Mary Natkin, assistant dean for clinical education there. "Every school is doing some things in the third year, but no one is doing as much as we are," Natkin says.
She points to the array of corporate practicums. They include banking law, corporate governance, cross-border transactions, entertainment law, federal energy regulation, mergers and acquisitions, patent litigation, shareholder derivative litigation, and more. One called "failing businesses" requires a student to deal with a hypothetical client whose business is collapsing. The student must work through the problem, often using actual documents from a real case, by trying various strategies that range from restructuring the client's debt to filing for Chapter 11 bankruptcy. "It's a very demanding course," Natkin says.
One novel approach to legal education involves the Web. "LawMeets" is a massive online course that teaches transactional lawyering skills for free to anyone who signs on. Located atlawmeets.com, it is the brainchild of Drexel University law professor Karl Okamoto, and funded by the National Science Foundation. It recently offered a two-week course on the basics of acquisition agreements that used video lectures, four interactive exercises, and two panel discussions by leading transactional attorneys. Some 48 law schools reportedly have asked to use LawMeets exercises in their classes.
The future promises plenty of additional offerings. At this writing the Alliance for Experiential Learning in Law was scheduled to host an inaugural symposium in late October at Northeastern. The alliance includes some 40 law schools across the country, from little Case Western Reserve University in Cleveland to mighty Harvard, which has also joined the party [see "Ready or Not," page 76]. Northeastern's Bierman says the symposium expects to bring together lawyers, judges, students, legal educators, and others to forge a new educational model that integrates theory with practice-based learning.
Bierman maps the changes by monitoring schools that are following Northeastern's lead. He counts at least 20 that now have an assistant dean or director of experiential education in a job similar to his. "Clients are much more sophisticated now," Bierman says. "What law schools recognize in an increasing way is that our graduates have to be ready to compete and participate in that environment."
The American Bar Association is also jumping into the fray. It is the most recent group trying to examine the changes roiling the profession and legal education, perhaps spurred on by Tamanaha's explosive book. In July the ABA named a task force that, over the next two years, is to review and make recommendations on the state of legal education, and on its responsiveness to the needs and opportunities of the legal market. In announcing the task force, thenABA president William Robinson III warned, "Legal education must be evaluated in the context of the marketplace and the nation's and world's unprecedented challenges in an ever more complex global economy."
Attorney Jolene Yee, a task force member, is looking forward to the review. She calls herself a "big fan" of practical and clinical programs. Speaking for herself and not for the ABA or its task force, Yee says that, like most grads, she wasn't 100 percent prepared to practice when she graduated from law school. "A lot of things that make a good lawyer are things that you almost only learn on the job," she says, such as good judgment based on doing the work. Lee was, until recently, associate general counsel of E. & J. Gallo Winery in Modesto, California, and favors curriculum changes to help students better understand what's required to practice in-house.
Whatever the eventual outcomes, Washington and Lee's Natkin believes that law curriculums must keep evolving. "We're all reacting to Darwinian pressures in the market and from students," she says. "Everybody is trying to adapt, and no one knows what's going to work yet."