Socializing Students to the Practice of Law

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.

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16 Responses

  1. Ken Rhodes says:

    Michelle, I commend you and Dan for going far beyond any law school course syllabus in working to prepare your students for “the real world.” I suspect you could look a long time, at a lot of law schools, and find very little of this type of teaching activity. Then again, how much of that can you do while still meeting the syllabus requirements of the course you’re teaching? That’s not an assumed answer cleverly couched as a question; it’s a legitimate question. I just don’t have any feel for that.

    As a contrast to the problem of preparing lawyers for “the real world of law practice” I relate my own experience. Fifty years ago I studied math so that I could prepare for a career in computer software. When I went to work I still needed to learn how to do a real job. Going to work for a substantial company (or for a government agency) that was no problem. Employers did not expect that new graduates had received vocational training, so they provided on-the-job training. Thirty years later, when I was running my own company, there were computer science programs in every college and university, but the situation was still the same. The new graduates I hired still had to be trained to deal with real world challenges like unrealistic users, impossible deadlines, inadequate budgets, and unreasonable bosses like me.

    The disparity in your situation in practicing law, however, is that a lot of law graduates don’t go directly to work in a big firm with an on-the-job training program. For those in small firms, whatever OJT they get is probably on-the-fly, while they’re expected to be productive very quickly.

    Perhaps there should be some vocational training as a regular part of the law school curriculum. “Business Practice,” “Criminal Practice,” “Family Practice,” etc., could be titles of classes that focus not primarily on the law, but on the practice of the law. Do those already exist? If not, is there room for that in a three year law education?

  2. Michelle Harner says:


    Hello. Thank you for the comment. You actually highlight many of the issues that law schools and faculty currently are struggling with: exactly how much can we do in three years of law school; what is or should be the training collaboration between law schools and law firms; and how do we provide meaningful practical training for young lawyers who join small firms or become solo practitioners. There are no easy answers, but I am encouraged that we at least are having the dialogue.

    I think many law schools, including Maryland, are very open to clinical and simulation classes geared towards transactional law, and many are experimenting with skills courses. (In fact, there is now even an annual Transactional Lawyering Meet that allows students interested in business law to participate in mock deal negotiations with students from other institutions. I have attached a link to the website for the meet below.) The challenge often is finding the right people to lead those efforts and, as you note, fitting it in the three-year curriculum.

    And I should note that many agree with your last point as well—that at least part of the legal education process should entail an apprenticeship type program. Along those lines, many bar associations are experimenting with mentoring programs. Here again, more partnering among law schools, law firms and bar associations may prove beneficial.

    Best regards, Michelle.

  3. Maryland Conservatarian says:

    “The students confronted ethical issues presented by this request…”

    This being Maryland, was an ethical issue the morality of helping a client minimize their taxes?

  4. Michelle Harner says:

    I am fortunate to have Legal Profession in my teaching package, so I try to point out the potential ethical issues facing lawyers in practice throughout all of my other courses, including Business Planning. I think following a lawyer’s charge to represent a client’s interests zealously “within the bounds of the law” often is linked to litigation but certainly arises just as often in the transactional setting, as your comment suggests. We certainly talked about achieving a client’s objectives under applicable law and not crossing that line. We also discussed the complexities of multi-client representations, entity (versus that entity’s agents) representations and how to handle the tricky client relation issues that can result.

    Thank you for the comment. Best regards, Michelle.

  5. Jimbino says:

    Why would you say, “…with Dan and I…”?

  6. Michelle Harner says:

    Fair comment; I certainly could have structured the sentence better. I have (I think) fixed it. I obviously need to drink more coffee when doing early morning posts! In all seriousness, I appreciate the comment. Best regards, Michelle.

  7. Kevin says:

    “…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.”

    From a practical, hands on perspective, I have not found a better book than Anatomy of a Merger (J. Freund). Although it’s quite dated (’75), I’m sure you/your students would find it to be easily digestible and highly relevant to your practicum. I suggest it to all of our incoming first year M&A associates.

  8. A.J. Sutter says:

    It sounds like a terrific class. Unfortunately, the number of law school faculty who are competent to teach it is minuscule — people like Michelle are rare. In fact, there are many sorts of market pressures that make the gap between teaching and at least transactional practice worse, among them:

    1. law school preferences against hiring experienced practitioners as faculty

    2. the fact (OK — I admit it’s at this moment more of a conjecture) that even among practitioners who seek faculty positions, most probably are litigators, not transactional attorneys

    3. as for OJT, the pressures on partners to generate billable hours; OJT, if properly done, isn’t billable.

    4. Law firm business selection pressures also tend to favor people becoming litigators rather than transactional attorneys. Even during the dotcom period, a Golden Age for attorney employment, I was one of only 3 senior lawyers firmwide who focused in transactions involving intellectual property, at a 1,000+ attorney multinational Big Five firm. (Two of us were in Silicon Valley, the other in L.A, I think.) And there was only one associate, based in Chicago, who showed any interest in this work. IP litigators, OTOH, were legion in the firm.

  9. I love socializing if it is done in favor of students..
    Thank you for the post..

  10. Ryo Wildfire says:

    Unfortunately, unlike the author of this post, the attorneys in my firm seem to have a sink or swim mentality with their first year associates. I wished there was someone to help me through my practice. Sigh, why can’t executive customer service exist for everything:

  11. Michelle Harner says:

    I want to thank everyone for the wonderful comments. I agree with Kevin regarding his recommendation of Anatomy of a Merger. It is an outstanding book, and we did recommend it to the students. (FYI—I am told that it actually is hard to find a copy, at least one at a price affordable for students, but the book really is worth a trip to the library.) A.J. also raises valid points, particularly regarding on the job training, which I believe has suffered even more during the recession. I hope to reflect more on the legal profession in a future post and ways that we might encourage more training and yet meet client demands for more quality at a lower price and firm pressures regarding the bottom line. A tough challenge, but one I think we must tackle. Thanks again, Michelle.

  12. Boaltie says:

    Matt Powers, and some other partners from Weil, put on a fabulous litigation course at Boalt (and I think they’ve expanded to Columbia). It is focused on patent litigation but would be useful to any would-be litigator. We wrote briefs every other week and argued motions in class every week. It was hands-down the most useful and realistic class I took in law school. This sort of thing *can* be done and is super useful for students. Unfortunately, I think most academics feel it is below them.

  13. Caleb says:

    Hi Michelle,

    I don’t know how I wound up reading this article, but I suspect it has something to do with avoiding work.

    Well-written, and a very good idea. As someone considering law school with a background in music, one of my main concerns is facing a teaching approach that carries little practical implication.

    As a jazz trumpet student I felt that everything I learned had a direct, measurable effect on becoming a musician (performer, educator, or both). We learned our instruments, theory, pedagogy, how to run an ensemble, composition, arranging, etc. You could draw a straight line from everything we were required to learn to everything we would be faced with after college.

    In fact, most music students demanded this approach. If a class or topic came up with questionable application to our future, we as music students would be the first to jump in and say “why do I need to know this again?” Tough crowd, but reasonable and willing to learn anything if it was presented well.

    Not exactly sure where I was going with this, so I’ll leave you with a quote from the movie “School of Rock:”

    “Those who can’t do, teach. And those who can’t teach, teach gym.”


  14. Todd Brown says:

    Michelle, have you considered following a similar model for teaching business restructuring?

  15. John Steele says:

    In a similar vein, IU has a 4-credit PR course for first years where they are grouped into small law firms and some of the grading is based on team performance. The hypos are very practice-oriented and are intended to help students taste a little of what they’ll be facing in practice. We cover some basic issues in different practice areas, incorporate the legal ethics angles, and stress the professional competencies of working in group settings. Disclosure: I’m part of the teaching team.

  16. Michelle Harner says:

    I truly appreciate all of the suggestions for, and examples of, incorporating this type of socialization into the classroom. I think this is exactly the type of concept exchange we need to have more often. There are many institutions and individual faculty members who are experimenting with these concepts; thanks to Boaltie and John for pointing out some of those (and Caleb for providing an example outside of legal education). And as Todd’s and John’s comments suggest, aspects of this approach can work well in classes other than Business Planning. I currently do not teach business reorganizations, but I certainly could envision a class that engages students in workout negotiations and drafting the disclosure statement and plan of reorganization. Best regards, Michelle.