Socializing Students to the Practice of Law
posted by Michelle Harner
When I was in private practice, I never gave much thought to how law schools prepare students for a career in the legal profession. I was fortunate to have a very positive law school experience and even more fortunate to end up in a small practice group within a big law firm that took pride in training its young associates. (I also had a wonderful mentor during my judicial clerkship experience.) As a result, I never felt unprepared for the practice of law.
It was not until I left practice and started teaching that I truly appreciated the gap between legal education and legal practice. I know that statement is not a new revelation; many have discussed the lack of practical skills imparted to students during their three years of law school (see, e.g., here, here, here and here). And I do not make it to criticize legal education (for the most recent critique, see here). Although some things could be done differently (for a collection of articles on legal education reform, see here), I believe that teaching students critical analytical skills provides a solid foundation for legal practice and inculcates a skill set that translates beyond the legal profession (see here and here). I raise it, however, to share my recent, very enjoyable experience with third year law students in Business Planning.
This fall, I co-taught Business Planning with my colleague, Dan Goldberg, who focuses his teaching and scholarship on tax law. Dan and I worked together to prepare lesson plans and assignments, and we co-taught each class meeting. In fact, we structured the class to simulate a small law firm; Dan and I played the role of the tax and corporate partners, and the students played corporate associates. (For a discussion of training law students to be more client ready, see here.)
The class started with one of the law firm’s long-time individual clients seeking the law firm’s assistance in structuring a new business venture among the firm’s client and two other individuals. The students confronted ethical issues presented by this request and then helped the individuals evaluate their entity choice options from tax, governance and general business perspectives. This exercise introduced students to business plans, balance sheets and organizational documents. The hypothetical law firm and student associates served as counsel to the newly-formed business entity during the remainder of the semester, and they helped this hypothetical client work through liquidity and growth issues, an unsolicited purchase offer and an initial public offering.
Students worked in teams and drafted parts of key documents relevant to a transactional law practice. These documents included a limited liability company operating agreement, an asset purchase agreement and a registration statement. Students also reviewed sample documents from public transactions and participated in strategy and counseling sessions with the hypothetical client during the seminar meetings.
I commend the students who took the class, not only for their performance during the semester but for having the willingness to try something new and unknown in the third year of their law school experience. This class was not based on a particular set of cases or statutes, and students could not prepare for class simply by reading the assigned materials. The issues raised by our hypothetical client required them to draw on doctrine and knowledge that they gained during their first two years of law school; it required them to apply their legal education.
I initially did not think that task would be challenging for students, but it quickly became clear that it at least made them uncomfortable. For example, after the first couple of classes, one student told me that he was really enjoying the class but did not know how to prepare—he wanted a book to give him the answers. I wish I knew how to write such a book, one that would highlight all of the nuances of legal analysis and, more importantly, judgment young lawyers need to be successful in practice. I suspect if I could figure that out, I could stop teaching this and any other class. But I think those skills are developed and honed best through experience.
And that was our primary objective—to help students start to put the pieces of their legal education together and try their hand at transactional practice before they have to do it for real clients. The class included many of the components of a traditional law school class—theory and doctrine—but it did so in an unfamiliar environment. One in which students did not necessarily know all of the facts, had to grapple with their clients’ objectives (which sometimes changed and sometimes were unrealistic), anticipate the opposing party’s objectives, develop solutions for their client and translate those solutions into definitive documents. As Dan often reminded the students, advising clients and doing deals are much easier the second, third and fourth times around.