Yesterday, we discussed the litigation-oriented skills immersion that begins the first semester of our third year. Today, we continue our discussion of our third year curriculum and turn our attention to second semester’s transactionally-oriented skills immersion.
During the third year, each semester begins with a two week practice intensive, known as a skills immersion, in which students cultivate many of the practical skills they will likely need for their practicum and actual practice experiences. During this two week period, third year students are engaged in the skills immersion alone. In other words, no practicum courses. No actual practice experiences. The skills immersion is their only responsibility for these two weeks. By being separate from the beginning of the students’ other courses, professors have the students’ full attention for the two weeks of the immersion, and the students are able to apply a single-minded focus to their assignments and exercises.
At the beginning of the second semester, third-year students participate in a second skills immersion, this time focusing on transactional skills. In this skills immersion, the students move out of the courtroom and into the boardroom (so to speak). Each student represents either a buyer or a seller in a friendly, business transaction: the purchase of a small, family-owned manufacturing business (the “deal”). Throughout the transactional immersion, instructors play the role of senior attorneys with law school staff members playing the role of clients. Pairs of student “lawyers” are assigned to represent a client, working with a pair of students representing the other side.
In the course, students first meet the person playing the role of their client. Then, in small steps, they work through various legal issues in the transaction including the employment of the seller in the new business, treatment of current employees, the nature of the transaction as a stock or asset transfer, indemnities, and others. For each step, they negotiate, consult with their client, manage their client’s expectations, and draft the terms of an agreement. In the end, the students compile the agreement and assess the steps needed to close the transaction.
We asked a few third-year students to describe their experiences in the transaction skills immersion (Note: They are currently completing the second week of this immersion):
Negin Farahmand, 3L:
“The two weeks of immersion are definitely unique to any other law school experience. The Spring Immersion is focused on transactional work and is business related. At the beginning of the week, we were all assigned to represent either the President of a small furniture manufacturing business or the potential buyer of that business. My section represents Lee Sellers, the President and owner of the small business. We were each divided into teams of two and each pair is responsible for negotiating and drafting the sale of the business and getting the best deal possible for their client.
Each day of Immersion is slightly different depending on where we are in the business deal. In the first week, we met with our client several times and my partner and I met separately to discuss what issues we thought might arise in the sale of our client’s business. Following the first few meetings, we met with the team representing the buyer and began negotiating the purchase price, the employment contract and the structure of the sale.
I have found this immersion challenging because I am not necessarily a business minded person. I have not taken any classes in employment law or tax, but throughout the two weeks, we have mini-lessons to learn the important law necessary for a successful sale. Even though I’m not incredibly familiar with many of the subjects we are dealing with, I have gained the skills and hands-on experience necessary to draft legal documents and negotiate a deal. I would likely not have gained these skills outside of these two weeks.”
Liz Zamorski, 3L:
“I have just completed the first week of Spring Immersion and am excited to be starting the home stretch. The Spring Immersion is structured much differently than the litigation exercise we completed in the Fall. In this skills immersion, we are focused on the acquisition of a business, with some students working on the purchaser’s side, other students on the seller’s side. My section this semester has 16 people in it and is led by Professor Dan Evans, who also acts as our senior attorney. We are each paired with another student in the small section who is our co-counsel, and we work on the deal as a team of three with our senior attorney.
My co-counsel and I are are responsible for meeting with our client as well as our senior attorney and providing our senior attorney with updated summary reports each afternoon. The senior attorney gives us feedback from the client, but is also available to help us with questions or impasses we may have reached with opposing counsel. This three person structure allows us to collaborate with another student and to have close interaction and guidance from a seasoned professional.
We all start with the same fact pattern, but each team’s approach to the problem and method of prioritizing drastically changes the course of the transaction. After only one week of immersion, we are all now working on very different deals. As part of the exercise, we conduct client interviews, work closely with senior counsel, negotiate the terms of the business sale, draft agreements, perform due diligence, and also attend lectures on a variety of topics.
This immersion has taught me that there are many moving parts to a corporate acquisition. We must stay in constant contact with our co-counsel, opposing counsel, senior attorney, and client, in order to ensure that every part of the transaction is in line with our client’s wishes. I have found this especially helpful because my post-graduation job offer is for the corporate/commercial transactional department at an international law firm. The two weeks I spent in the Fall Immersion and the week I have spent in Spring Immersion have taught me skills I know I will use when I am at my job. I like knowing that I have the opportunity now to learn and ask questions before I am billing hours to a client. Overall, the immersion exercises are intense, but their value is worth a lot more than two weeks of hard work.”
While the Immersions are certainly intense and represent only a small portion (literally, four weeks) of the third year curriculum, it’s clear students learn a great deal from the experiences, lessons they will carry with them beyond their time in law school. As Mary Katherine Vigness, one of our third year students comments:
“The Immersion program has been an invaluable experience, as it has pulled back the curtain on both transactional work and litigation in ways that traditional law classes cannot do for a student. Although I gained insight into legal practice as a judicial intern and summer associate, the Immersion program furthered that education and gave me a sense of what it is like to litigate a civil case on my own and negotiate the sale of a company on behalf of a client. The program mirrors real life and teaches us about the various steps of actual legal processes, such as how to draft a complaint in the course of litigation or ways to negotiate an employment agreement in the sale of a business. The program has shown me how my work during law school will fit into legal practice, as we have been able to explore two major forms of practice. This opportunity is unusual for law students and has been extremely helpful for us in either choosing a professional path or reaffirming a path already chosen. Ultimately, the program will soften the transition between law school and the “real world,” as we can both experience the basics of legal practice and learn as students who are able to ask questions and make mistakes without jeopardizing a real case or the interests of a client. I believe every third-year law student should have this experience.”
For more on the Skills Immersions, please feel free to check out the following video:
Tomorrow, we will take a look at the Legal Profession, the semester-long lecture series devoted to the discussion of contemporary issues confronting lawyers and the practice of law.