Professor Karl Okamoto
Law graduates seeking careers as corporate attorneys have been troubled by the plunge in the business cycle. Some firms have been forced to defer or lay off associates as fewer corporations have the money needed to invest in high-end business transactions. Law students with an interest in corporate work, therefore, have been left wondering how they might be able to increase their marketability among law firms.
The vexing problem for law students and firms alike is a lack of negotiating experience among entry-level associates. Litigation associates typically have had the luxury of participating in moot court programs, but until now there have been few, if any, transactional law equivalents.
Enter the inaugural Transactional Lawyering Meet at Drexel University's Earle Mack School of Law. Professor Karl Okamoto, who directs the Business and Entrepreneurship Law Program at Drexel, designed the competition.
"The students in my transactional lawyering class last year were envious of their colleagues learning to be litigators," Okamoto said, so "we decided to build our own program."
The competition features 10 teams of two, one team of three, and a team of four from 10 different schools, many of which are located outside Pennsylvania.
"I wanted to make it a national group," Okamoto said.
Law schools from Brigham Young University , Columbia University, Cornell University, Emory University, University of Georgia, the University of Indiana-Bloomington, University of Pennsylvania, Temple University and Washington and Lee University have sent teams to the two-day meet that began Thursday night.
"The Meet," Okamoto's play on "moot," measures the participants' ability to negotiate the sale of a business, with the teams evenly broken up to represent either the buyer or seller. The fictional transaction involves a proposal by private equity group Chestnut Hill Capital Partners to purchase Wonderwagon, a recreational vehicle manufacturer.
Teams were asked to submit a draft letter of intent by Jan. 31 for their imaginary client, outlining proposed terms of the transaction. A precedent form of the letter of intent, information regarding the context of the transaction, and a video of a meeting with the client were sent to the teams on Jan. 15, according to Drexel Law's Web site.
Three rounds of negotiation began on Thursday and are scheduled to conclude today.
"It's sort of like 'Groundhog Day,'" said Okamoto, because "you have different sets of teams and judges negotiating the same transaction in each round."
Local corporate attorneys are serving as judges for the competition. Henry Nassau of Dechert; Douglas Raymond of Drinker Biddle & Reath; Ralph Mauro, Thomas Speranza and Rosemary Ford of Kleinbard Bell & Brecker; Jeffrey Bodle of Morgan Lewis & Bockius; John Devine, Mark Flanagan, Lisa Jacobs and Matthew Pilcher of Pepper Hamilton; Thomas Kennedy of Versa Capital; and John Pauciulo of White & Williams have volunteered their time for the competition, the school said.
Each round is to be decided by a three-judge panel composed of a law professor serving as the neutral party and two of the attorneys acting as the represented clients. The judges grade the negotiators on their professional personas, understanding, interaction and effectiveness.
After the winning team is chosen, students learn how the corporate practitioners would have handled the transaction.
"The panelists go through the exact same exercise," said Okamoto, to "show what it looks like after 30 years of experience."
This will give the students what Okamoto likes to call "the 'aha' moment."
Nassau, chairman of the corporate and securities group for Dechert, has been practicing corporate transaction law for 30 years, and said new corporate attorneys need skills beyond what is taught in the typical law classroom setting.
"A lot of what young lawyers do in litigation is brief writing; corporate work is more interactive," Nassau said, because the field is "not academically isolated, so the sooner lawyers get skills in negotiation the better."
Speranza, of Kleinbard Bell, also recognized Okamoto's efforts to educate students for careers in transactional law.
"What Karl is trying to do is commendable because law school is so geared toward litigation," Speranza said, "As a former deal lawyer himself, I think he saw how law school doesn't prepare you in any way to be a transactional lawyer."
Speranza is uncertain as to what effect the competition will have upon the employment prospects of its participants.
"I have no idea whether an employer will see it on a resume and see it as a good thing," he said. "Moot court has been around much longer, so it might take a few years before the program will affect a resume."
One thing law professors are confident about is the program's ability to provide tangible experience for their students.
Mark E. Need teaches law at the Maurer Law School of Indiana University-Bloomington and directs the Elmore Entrepreneurship Law Clinic.
"Any competition that simulates 'real world' experiences presents a valuable opportunity for the students," Need said. "The structure of the 'deal' in this competition presents just such an opportunity."
Carol Morgan, the business law and ethics program instructor for the University of Georgia School of Law, shared enthusiasm for the program. Morgan said the competition would "absolutely" help law students excel in corporate law because "it focuses on skills like critical analysis, creative thinking, client advocacy, drafting and negotiation that will be very useful in practice."
Even in advance of "The Meet," Morgan saw value in her students' experience drafting a letter of intent for the competition.
"Just as attorneys would do in a law practice, the students, with input from advisers, examined and analyzed the client's goals in detail, brainstormed about different approaches, and formulated questions for the client," Morgan said.
In addition to the competition, Drexel Law's Business & Entrepreneurship Program hosted a conference Thursday on transactional lawyer education. A national makeup of law school professors and corporate attorneys met to discuss approaches to educating transactional attorneys, the school said.
Given the absence of clinical experience among transactional law graduates, some law firms have been forced to take on negotiation training on their own.
Raymond is a partner in the corporate and securities practice group of Drinker Biddle and attended the conference.
"If you have the right kind of training, you can move people along to a more sophisticated level," Raymond said.
Drinker Biddle's new first-year associate training program, in which first-years attend classes and shadow attorneys rather than bill hours, incorporates a lot of the concepts discussed at the conference, Raymond said.
Need sees the conference as a way to improve education for transactional law students.
"My role as a clinician is to assist students in learning about the actual practice of law, and I am looking forward to sharing teaching ideas in that regard with other participants," he said.
Okamoto said he invited teams to participate in the competition from schools where he knew a faculty member who could "make it work year after year."
"The desire on the student part and the law school part is extraordinarily high," Okamoto said, but "the amount of effort it takes to put this on is extraordinary."
In addition to the effort put forth by the participating law schools, Okamoto said he was especially appreciative of the many busy lawyers giving a day to ensure the program's success.
