Why not have a transactional class in the 1L curriculum?

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ph14
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Why not have a transactional class in the 1L curriculum?

Postby ph14 » Fri Mar 02, 2012 6:51 pm

This seems like a flaw with law schools right now. I guess you can take them during 2L, but at that point you've already gone through OCI. At HLS, we have to take an international law class during 1L, but it seems like taking a transactional law class instead would be much more appropriate and useful.

University of Texas lists the basic transactional courses as: Bankruptcy, Business Associations (basic or enriched), Federal Income Tax, Payment Systems, and Secured Credit.

I'd alter the curriculum to be something along the lines of this:

1st semester
1) Civil Procedure
2) Torts
3) Criminal Law
4) Business Associations
5) Legal Research and Writing

2nd semester
1) Bankruptcy
2) Federal Income Tax
3) Contracts
4) Property
5) Legal Research and Writing

5 traditional litigation focused classes including the big common law ones, and 3 transactional focused classes, along with 2 semesters of legal research and writing.

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Detrox
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Re: Why not have a transactional class in the 1L curriculum?

Postby Detrox » Fri Mar 02, 2012 7:02 pm

Honestly from what I've heard from most SA's and young associates, even the most transactional law classes in law school aren't going to really prepare you that significantly for working. Corporations and Securities classes will definitely help you get some background, but I don't think I've met anyone who said that they really would have felt lost without those classes or that they gained some significant advantage.

Same is true to some extent for Litigation. Evidence is going to be a near prerequisite for litigation departments, but most of it will be learned on the job in any case.

I take your point that law school should better prepare you for the work you are going to be doing, and that a good portion of those going into Biglaw will be doing transaction work; however, if you take most law schools at their word that they are more interested in teaching you "to think like a lawyer" rather than to prepare you for the nitty gritty of the actual work, I don't blame them for the general structure of most class arrangements at most schools.

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ph14
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Re: Why not have a transactional class in the 1L curriculum?

Postby ph14 » Fri Mar 02, 2012 7:05 pm

Detrox wrote:Honestly from what I've heard from most SA's and young associates, even the most transactional law classes in law school aren't going to really prepare you that significantly for working. Corporations and Securities classes will definitely help you get some background, but I don't think I've met anyone who said that they really would have felt lost without those classes or that they gained some significant advantage.

Same is true to some extent for Litigation. Evidence is going to be a near prerequisite for litigation departments, but most of it will be learned on the job in any case.

I take your point that law school should better prepare you for the work you are going to be doing, and that a good portion of those going into Biglaw will be doing transaction work; however, if you take most law schools at their word that they are more interested in teaching you "to think like a lawyer" rather than to prepare you for the nitty gritty of the actual work, I don't blame them for the general structure of most class arrangements at most schools.


Even if it doesn't prepare you, it would expose you to the subject matter and give you some idea of whether you would be interested in transactional work come OCI (although some 1L jobs may be transactional focused, I'd guess the average 1L summer job is a public interest litigation focused job, so not a real chance to get an idea of whether you would prefer litigation or transactional work).

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Re: Why not have a transactional class in the 1L curriculum?

Postby bk1 » Fri Mar 02, 2012 7:17 pm

Some schools it's already possible because there are electives during 2nd semester 1L.

Naive 1L Perspective: Since we're talking about OCI, I'm not sure it's entirely an issue considering that most? firms allow you to spend time doing both lit/trans. While it does cause some issues (hard to bid on boutiques when you're not sure what you want to do), I'm not entirely sure that classes like BA are going to fix that (at least mine is spent reading cases/statutes, it's not like we get an idea what due diligence is).

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ph14
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Re: Why not have a transactional class in the 1L curriculum?

Postby ph14 » Fri Mar 02, 2012 7:20 pm

bk1 wrote:Some schools it's already possible because there are electives during 2nd semester 1L.

Naive 1L Perspective: Since we're talking about OCI, I'm not sure it's entirely an issue considering that most? firms allow you to spend time doing both lit/trans. While it does cause some issues (hard to bid on boutiques when you're not sure what you want to do), I'm not entirely sure that classes like BA are going to fix that (at least mine is spent reading cases/statutes, it's not like we get an idea what due diligence is).


The elective point is legitimate, but I think the majority of schools don't have electives during 2nd semester 1L.

Yeah, litigation boutiques are what I was thinking about, but there are a fair amount of firms that are much stronger in litigation or transactional work. I can imagine that my firm bid list would change a bit if I was more certain I wanted to do litigation or transactional.

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Re: Why not have a transactional class in the 1L curriculum?

Postby bk1 » Fri Mar 02, 2012 7:24 pm

ph14 wrote:The elective point is legitimate, but I think the majority of schools don't have electives during 2nd semester 1L.

Yeah, litigation boutiques are what I was thinking about, but there are a fair amount of firms that are much stronger in litigation or transactional work. I can imagine that my firm bid list would change a bit if I was more certain I wanted to do litigation or transactional.


True on both counts. I honestly can't think of a way to solve this problem outside of someone having a 1L SA and splitting time between corporate and transactional departments. I don't think taking an intro class like BA would be enough.

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Richie Tenenbaum
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Re: Why not have a transactional class in the 1L curriculum?

Postby Richie Tenenbaum » Fri Mar 02, 2012 7:57 pm

UT requires that you take Secured Credit either before or concurrently with Bankruptcy. And take Secured Credit sounds awful as a 1L especially if you haven't taken Contracts yet.

And making FIT required is evil.

I could see the logic in making Business Associations/Corporations a required class for 1Ls. It gives a decent overview of things, and while it doesn't really show you what transactional work is about--does civ pro really teach you what litigation is about?

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Re: Why not have a transactional class in the 1L curriculum?

Postby ph14 » Fri Mar 02, 2012 8:00 pm

Richie Tenenbaum wrote:UT requires that you take Secured Credit either before or concurrently with Bankruptcy. And take Secured Credit sounds awful as a 1L especially if you haven't taken Contracts yet.

And making FIT required is evil.

I could see the logic in making Business Associations/Corporations a required class for 1Ls. It gives a decent overview of things, and while it doesn't really show you what transactional work is about--does civ pro really teach you what litigation is about?


Sure, I don't know much about the different transactional classes, so I just picked three that appeared basic and would lay a foundation for transactional work. But substitute in whatever classes you think would be better. My point is only that we could, and should, add some transactional courses to the 1L curriculum. Whether that is a single class, or even potentially three, I think it would be worthwhile.

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Re: Why not have a transactional class in the 1L curriculum?

Postby FlightoftheEarls » Fri Mar 02, 2012 8:01 pm

ph14 wrote:
Detrox wrote:Honestly from what I've heard from most SA's and young associates, even the most transactional law classes in law school aren't going to really prepare you that significantly for working. Corporations and Securities classes will definitely help you get some background, but I don't think I've met anyone who said that they really would have felt lost without those classes or that they gained some significant advantage.

Same is true to some extent for Litigation. Evidence is going to be a near prerequisite for litigation departments, but most of it will be learned on the job in any case.

I take your point that law school should better prepare you for the work you are going to be doing, and that a good portion of those going into Biglaw will be doing transaction work; however, if you take most law schools at their word that they are more interested in teaching you "to think like a lawyer" rather than to prepare you for the nitty gritty of the actual work, I don't blame them for the general structure of most class arrangements at most schools.


Even if it doesn't prepare you, it would expose you to the subject matter and give you some idea of whether you would be interested in transactional work come OCI (although some 1L jobs may be transactional focused, I'd guess the average 1L summer job is a public interest litigation focused job, so not a real chance to get an idea of whether you would prefer litigation or transactional work).

You make a good point that it does expose you to the subject matter, but I think the previous poster was hitting on something deeper than that. When you take business associations, you'll realize that you aren't actually learning what transactional work is like at all. You're learning what litigating over transactional work is like. Yes, it is a "corporate" subject matter, but it's all focusing on issues of agency or fiduciary duties that you'll be arguing about in corporate litigation.

That clarification aside, I am a strong believer that what you've pointed out is one of the biggest flaws of the law school system for aspiring transactional attorneys - the lack of opportunity to gain exposure to transactional work. First-year students across the country will do a number of memos and briefs focusing on the type of writing you'll do in litigation, but most legal practice/LRW courses will never once touch on transactional drafting skills. Even worse, at many schools getting into a transactional drafting course is actually rather difficult, as they're small courses with high demand and far too few spots for all of the interested students. Because most young associates are unlikely to be doing substantive revisions on a contract in their first few years, it's entirely possible that a number of corporate biglaw attorneys will never actually develop drafting skills until they've become mid-level associates. First-year students should be exposed to at least one transactional assignment through their legal practice courses, and upper-level courses should be far more accessible.

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Re: Why not have a transactional class in the 1L curriculum?

Postby ph14 » Fri Mar 02, 2012 8:04 pm

FlightoftheEarls wrote:
ph14 wrote:
Detrox wrote:Honestly from what I've heard from most SA's and young associates, even the most transactional law classes in law school aren't going to really prepare you that significantly for working. Corporations and Securities classes will definitely help you get some background, but I don't think I've met anyone who said that they really would have felt lost without those classes or that they gained some significant advantage.

Same is true to some extent for Litigation. Evidence is going to be a near prerequisite for litigation departments, but most of it will be learned on the job in any case.

I take your point that law school should better prepare you for the work you are going to be doing, and that a good portion of those going into Biglaw will be doing transaction work; however, if you take most law schools at their word that they are more interested in teaching you "to think like a lawyer" rather than to prepare you for the nitty gritty of the actual work, I don't blame them for the general structure of most class arrangements at most schools.


Even if it doesn't prepare you, it would expose you to the subject matter and give you some idea of whether you would be interested in transactional work come OCI (although some 1L jobs may be transactional focused, I'd guess the average 1L summer job is a public interest litigation focused job, so not a real chance to get an idea of whether you would prefer litigation or transactional work).

You make a good point that it does expose you to the subject matter, but I think the previous poster was hitting on something deeper than that. When you take business associations, you'll realize that you aren't actually learning what transactional work is like at all. You're learning what litigating over transactional work is like. Yes, it is a "corporate" subject matter, but it's all focusing on issues of agency or fiduciary duties that you'll be arguing about in corporate litigation.

That clarification aside, I am a strong believer that what you've pointed out is one of the biggest flaws of the law school system for aspiring transactional attorneys - the lack of opportunity to gain exposure to transactional work. First-year students across the country will do a number of memos and briefs focusing on the type of writing you'll do in litigation, but most legal practice/LRW courses will never once touch on transactional drafting skills. Even worse, at many schools getting into a transactional drafting course is actually rather difficult, as they're small courses with high demand and far too few spots for all of the interested students. Because most young associates are unlikely to be doing substantive revisions on a contract in their first few years, it's entirely possible that a number of corporate biglaw attorneys will never actually develop drafting skills until they've become mid-level associates. First-year students should be exposed to at least one transactional assignment through their legal practice courses, and upper-level courses should be far more accessible.


Makes sense. What transactional class(es) would work well in the 1L curriculum? (whether currently existing or hypothetically created).

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Re: Why not have a transactional class in the 1L curriculum?

Postby 03121202698008 » Fri Mar 02, 2012 8:20 pm

ph14 wrote:This seems like a flaw with law schools right now. I guess you can take them during 2L, but at that point you've already gone through OCI. At HLS, we have to take an international law class during 1L, but it seems like taking a transactional law class instead would be much more appropriate and useful.

University of Texas lists the basic transactional courses as: Bankruptcy, Business Associations (basic or enriched), Federal Income Tax, Payment Systems, and Secured Credit.

I'd alter the curriculum to be something along the lines of this:

1st semester
1) Civil Procedure
2) Torts
3) Criminal Law
4) Business Associations
5) Legal Research and Writing

2nd semester
1) Bankruptcy
2) Federal Income Tax
3) Contracts
4) Property
5) Legal Research and Writing

5 traditional litigation focused classes including the big common law ones, and 3 transactional focused classes, along with 2 semesters of legal research and writing.


That's way more credits than we do 1L now. I'll pass. I mean, that'd be like 25 credits per semester or your be half-assing those courses.

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Re: Why not have a transactional class in the 1L curriculum?

Postby ph14 » Fri Mar 02, 2012 8:33 pm

blowhard wrote:
ph14 wrote:This seems like a flaw with law schools right now. I guess you can take them during 2L, but at that point you've already gone through OCI. At HLS, we have to take an international law class during 1L, but it seems like taking a transactional law class instead would be much more appropriate and useful.

University of Texas lists the basic transactional courses as: Bankruptcy, Business Associations (basic or enriched), Federal Income Tax, Payment Systems, and Secured Credit.

I'd alter the curriculum to be something along the lines of this:

1st semester
1) Civil Procedure
2) Torts
3) Criminal Law
4) Business Associations
5) Legal Research and Writing

2nd semester
1) Bankruptcy
2) Federal Income Tax
3) Contracts
4) Property
5) Legal Research and Writing

5 traditional litigation focused classes including the big common law ones, and 3 transactional focused classes, along with 2 semesters of legal research and writing.


That's way more credits than we do 1L now. I'll pass. I mean, that'd be like 25 credits per semester or your be half-assing those courses.


That's exactly what HLS does. 18 credits first semester, 16-18 second semester.

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Re: Why not have a transactional class in the 1L curriculum?

Postby FlightoftheEarls » Fri Mar 02, 2012 8:38 pm

ph14 wrote:
FlightoftheEarls wrote:
ph14 wrote:
Detrox wrote:Honestly from what I've heard from most SA's and young associates, even the most transactional law classes in law school aren't going to really prepare you that significantly for working. Corporations and Securities classes will definitely help you get some background, but I don't think I've met anyone who said that they really would have felt lost without those classes or that they gained some significant advantage.

Same is true to some extent for Litigation. Evidence is going to be a near prerequisite for litigation departments, but most of it will be learned on the job in any case.

I take your point that law school should better prepare you for the work you are going to be doing, and that a good portion of those going into Biglaw will be doing transaction work; however, if you take most law schools at their word that they are more interested in teaching you "to think like a lawyer" rather than to prepare you for the nitty gritty of the actual work, I don't blame them for the general structure of most class arrangements at most schools.


Even if it doesn't prepare you, it would expose you to the subject matter and give you some idea of whether you would be interested in transactional work come OCI (although some 1L jobs may be transactional focused, I'd guess the average 1L summer job is a public interest litigation focused job, so not a real chance to get an idea of whether you would prefer litigation or transactional work).

You make a good point that it does expose you to the subject matter, but I think the previous poster was hitting on something deeper than that. When you take business associations, you'll realize that you aren't actually learning what transactional work is like at all. You're learning what litigating over transactional work is like. Yes, it is a "corporate" subject matter, but it's all focusing on issues of agency or fiduciary duties that you'll be arguing about in corporate litigation.

That clarification aside, I am a strong believer that what you've pointed out is one of the biggest flaws of the law school system for aspiring transactional attorneys - the lack of opportunity to gain exposure to transactional work. First-year students across the country will do a number of memos and briefs focusing on the type of writing you'll do in litigation, but most legal practice/LRW courses will never once touch on transactional drafting skills. Even worse, at many schools getting into a transactional drafting course is actually rather difficult, as they're small courses with high demand and far too few spots for all of the interested students. Because most young associates are unlikely to be doing substantive revisions on a contract in their first few years, it's entirely possible that a number of corporate biglaw attorneys will never actually develop drafting skills until they've become mid-level associates. First-year students should be exposed to at least one transactional assignment through their legal practice courses, and upper-level courses should be far more accessible.


Makes sense. What transactional class(es) would work well in the 1L curriculum? (whether currently existing or hypothetically created).

I think there should actually be a transactional drafting component in the Legal Practice curriculum. Picking "corporate-y" courses to include in the curriculum won't make it more of a "transactional" curriculum simply because all of these courses are based on case law, which lends itself to being particularly relevant to litigation. Actual transactional practice rarely involves case law, except to the extent that the case law affects your negotiating position on a clause in a contract (i.e., "No, we can't allow a No Talk provision because we would be violating our Revlon duties since we haven't performed a market check for strategic and financial buyers blah blah blah. . .") or in the rare instance when the senior partner on a deal advises the board of their legal responsibilities at a board meeting (i.e., just prior to signing a M&A agreement).

To answer your specific question, what would really be valuable is (1) for first-year students to have the opportunity to see that there is an entirely different style of legal practice available in transactional work through a transactional assignment or two in Legal Practice, and (2) for there to be a sufficient number of transactional drafting courses and practicums focusing on doing mock deal work during students' upper-level years. I think requiring a full transactional drafting course or mock-deal practicum for 1Ls will be too intensive considering the reality that the majority of students will go into litigation. But a transactional assignment or two would at least be something to give students familiarity with the transactional path, and additional courses during their second and third years would be quite beneficial for beginning to build substantive skills.

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Re: Why not have a transactional class in the 1L curriculum?

Postby TTH » Sat Mar 03, 2012 3:15 pm

The entire thread is the OP humblebragging about being at Harvard. I can't believe all of you got sucked into it. :mrgreen:



That said, I don't think BA, tax, or other typically transactional courses belong in the first-year substantive curriculum. When I started reading this thread, I was more or less agreeing that law school (in terms of required classes) gives short shrift. I think that's probably the case, but the point of 1L isn't so much to teach substantive law as to teach "thinking like a lawyer" (bleeecccch) and some bedrock legal principles that are applicable in both lit and trans.

For instance, a lot of stuff you need to know in transactional law gets covered in torts. So much of BA is concerned with liability, and 1Ls get their first taste of how vicarious liability (and thus, agency) in torts.

Of course, tax and a lot of governance law is concerned with interpretation of statutes, regs, and contracts, which is a big focus of criminal law (and to an increasing extent, a required 1L legislation course).

The jurisdictional and choice of law stuff in civ pro introduces students to things they need to keep in mind in a transactional practice. Ditto for how property introduces you to a lot of things tax planners need to deal with.


I will agree that there should be more exposure to transactional writing, though. At my school, all the required skills courses deal with litigation and the transactional courses are tough to get into.

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Re: Why not have a transactional class in the 1L curriculum?

Postby reformed calvinist » Sat Mar 03, 2012 9:11 pm

ph14 wrote:This seems like a flaw with law schools right now. I guess you can take them during 2L, but at that point you've already gone through OCI. At HLS, we have to take an international law class during 1L, but it seems like taking a transactional law class instead would be much more appropriate and useful.

University of Texas lists the basic transactional courses as: Bankruptcy, Business Associations (basic or enriched), Federal Income Tax, Payment Systems, and Secured Credit.

I'd alter the curriculum to be something along the lines of this:

1st semester
1) Civil Procedure
2) Torts
3) Criminal Law
4) Business Associations
5) Legal Research and Writing

2nd semester
1) Bankruptcy
2) Federal Income Tax
3) Contracts
4) Property
5) Legal Research and Writing

5 traditional litigation focused classes including the big common law ones, and 3 transactional focused classes, along with 2 semesters of legal research and writing.


What do you guys think are the most important classes to take 2L (specifically fall semester, so you can tell interviewers you're taking X class I guess). We do a lottery system, not first come first served for registration. I want to take Evidence, Crim Pro, FIT, Corporations, T&E, Bankruptcy at some point next year, but I'm not sure how to rank them and which to make my "priority." I figure Evidence or Corporations but I'm not sure.

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Re: Why not have a transactional class in the 1L curriculum?

Postby Tanicius » Sat Mar 03, 2012 9:18 pm

1st semester
1) Civil Procedure
2) Torts
3) Criminal Law
4) Business Associations
5) Legal Research and Writing

2nd semester
1) Bankruptcy
2) Federal Income Tax
3) Contracts
4) Property
5) Legal Research and Writing


Holy shit. Really?? I would blow my brains out with a curriculum like that. I'm never going to use property in my life, let alone bankruptcy or tax. If you're going to make these classes required 1L courses because they're relevant to firms, you might as well separate legal education into different kinds of career tracks before the first year even begins, because that doesn't even remotely resemble coursework that is relevant to the kinds of employers I'm targeting. Give me evidence and crimpro as required 1L courses so I can get bar certification and represent clients in court for my 1L summer, and then we're talking.

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Re: Why not have a transactional class in the 1L curriculum?

Postby Detrox » Sat Mar 03, 2012 9:21 pm

reformed calvinist wrote:
ph14 wrote:This seems like a flaw with law schools right now. I guess you can take them during 2L, but at that point you've already gone through OCI. At HLS, we have to take an international law class during 1L, but it seems like taking a transactional law class instead would be much more appropriate and useful.

University of Texas lists the basic transactional courses as: Bankruptcy, Business Associations (basic or enriched), Federal Income Tax, Payment Systems, and Secured Credit.

I'd alter the curriculum to be something along the lines of this:

1st semester
1) Civil Procedure
2) Torts
3) Criminal Law
4) Business Associations
5) Legal Research and Writing

2nd semester
1) Bankruptcy
2) Federal Income Tax
3) Contracts
4) Property
5) Legal Research and Writing

5 traditional litigation focused classes including the big common law ones, and 3 transactional focused classes, along with 2 semesters of legal research and writing.


What do you guys think are the most important classes to take 2L (specifically fall semester, so you can tell interviewers you're taking X class I guess). We do a lottery system, not first come first served for registration. I want to take Evidence, Crim Pro, FIT, Corporations, T&E, Bankruptcy at some point next year, but I'm not sure how to rank them and which to make my "priority." I figure Evidence or Corporations but I'm not sure.


Depends if you have an intuition towards litigation or corporate. My very rough list would be:

For litigation: Evidence, Crim. Pro, Complex Lit, Remedies, any course with an oral advocacy component, and any subject matter course you may specialize in (e.g. Corporate Crime, Employment Law, etc.). For Corporate: Secured Transactions/Securities, M&A, Corporations, Bankruptcy, Accounting for Lawyers, Tax.

I don't think it matters if you take them in Fall or Spring because OCI is generally before classes so you can just tell interviewers you are taking X that year and they won't care which semester. If you have more specific interests obviously the list can be modified but I think those are a good jumping off point.

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Re: Why not have a transactional class in the 1L curriculum?

Postby samsonyte16 » Sun Mar 04, 2012 2:32 am

So basically what you're advocating is for everyone to take the classes that corporate law-focused people take. I think this kind of set up would seriously marginalize public interest types.

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Re: Why not have a transactional class in the 1L curriculum?

Postby BEAST_mode » Sun Mar 04, 2012 3:39 am

samsonyte16 wrote:So basically what you're advocating is for everyone to take the classes that corporate law-focused people take. I think this kind of set up would seriously marginalize public interest types.


While I do agree with this, I think there is a need for Business Associations to at least be an offered first year elective at every law school. Here were 6 elective offered to 1Ls at my school: (1) International Law - lulz (2) Human Rights Law - double lulz (3) Intro to Admin - useful (4) U.S. Legal History - why? (5) The UN - srsly? (6) Intro to IP - fair. While I disagree that bankruptcy and fed. income tax should be required first year elective, I see the use in business associations at least being offered.

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Re: Why not have a transactional class in the 1L curriculum?

Postby FlightoftheEarls » Sun Mar 04, 2012 9:58 am

Detrox wrote:
reformed calvinist wrote:What do you guys think are the most important classes to take 2L (specifically fall semester, so you can tell interviewers you're taking X class I guess). We do a lottery system, not first come first served for registration. I want to take Evidence, Crim Pro, FIT, Corporations, T&E, Bankruptcy at some point next year, but I'm not sure how to rank them and which to make my "priority." I figure Evidence or Corporations but I'm not sure.


Depends if you have an intuition towards litigation or corporate. My very rough list would be:

For litigation: Evidence, Crim. Pro, Complex Lit, Remedies, any course with an oral advocacy component, and any subject matter course you may specialize in (e.g. Corporate Crime, Employment Law, etc.). For Corporate: Secured Transactions/Securities, M&A, Corporations, Bankruptcy, Accounting for Lawyers, Tax.

I don't think it matters if you take them in Fall or Spring because OCI is generally before classes so you can just tell interviewers you are taking X that year and they won't care which semester. If you have more specific interests obviously the list can be modified but I think those are a good jumping off point.

Generally agree with these lists. If you're interviewing for biglaw firms, courses like T&E or Crim Pro aren't really all that important unless they're firms with heavy T&E practices (fairly rare outside of white shoe firms, and even those have very small practice groups) or white collar litigation. If I could narrow the list down ever so slightly for the corporate/transactional leaning crowd (since this is the only area I'm actually familiar with), I would recommend the following substantive classes (probably in this order, but with some fluctuations depending on the specific practice group you end up in):

1.) Corporations: May not actually be the most useful in practice, but gives an important general overview of corporate law and allows you to at least figure out what a "fiduciary duty" actually is.
2.) Accounting for Lawyers: This course is essential - I learned more about the structure and reason behind actual transactions here than in Corporations. I've also noticed that it was possibly the only course universally recommended by practicing attorneys, maybe even more so than Corporations.
3.) Securities Regulation: Many people don't end up taking securities regulation before working in corporate law firms, but I actually found this to be quite helpful this summer. I would have managed without it just fine (as most of my fellow SAs hadn't taken it yet), but I was kind of glad to be familiar with company's registration requirements, the gun jumping rules, insider trading laws, etc.
4.) Corporate Tax: More of a niche practice area that you may not actually "do" yourself, but familiarity with the tax consequences of different types of deals and how to achieve tax-free reorganization status will be an important driving force in the deals you do. As a junior, it may not be quite as important, but I would take this class if you want to eventually help orchestrate these deals yourself some day.
5.) Secured Transactions and/or Bankruptcy: I haven't taken secured transactions or bankruptcy myself, so my ability to comment is limited here. That said, a fair amount of banking and finance work will be dealing with secured transactions. From those I've spoken to who do the work, it's entirely possible to do it without taking this course (as tends to be the case with most corporate practices), but the course would still be quite helpful.
6.) M&A: I'm putting M&A down a little bit lower not because it's necessarily less important, but I would say that it's only really important for those that are sure they want to be doing M&A. If you're not sure you want to but eventually do go into M&A once you're at your firm, Corporations will have given you enough of an overview to be just fine. And I think, generally speaking, those doing M&A would be better off having acquired a general familiarity from Corporations and gaining knowledge of Accounting, SecReg, and Tax, rather than the extra benefits of knowing a bit more about Delaware takeover law.

The only two that I'd say are somewhat in the "Must Take" category (and even that may not be true) for aspiring transactional attorneys are Corporations and Accounting for Lawyers, and I'd put Sec Reg and Coporate Tax in the "Highly Recommended" category, with Secured Transactions (some may disagree with me on this advice, depending on practice group) and M&A in the "Helpful, But Not Required" category. As far as "skills" courses go, I would also strongly recommend any courses or practicums you can get into for Transactional Drafting or that involve mock deal work. I've taken three of these myself already, and in many ways they were more useful for being an SA last summer than any of the other courses I'd taken.

I also want to throw a bit of a disclaimer out there:

Taking all of these courses is not required. Not even close. I have tons of friends going to great firms to do corporate work, and I would say many, if not the majority of them, have only taken maybe 2-3 of these courses, if that. I have tons of associate friends from my SA who had never before taken any of the courses that they use on a daily basis, and they're doing just fine. I frequently read posts on TLS from people who have taken everything under the sun in their future practice area just because they're scared to death of not knowing something when they get into practice. As far as I've observed, this seriously seems to be really unique to people on TLS. Most people just don't do that shit and don't care, and I would strongly recommend that people on here adopt the same attitude and take courses that they actually like in addition to the few I've listed above. I've taken a fair amount of transactional courses because I simply find this stuff to be really interesting - if I didn't, I wouldn't take it (see Secured Transactions - that sounds absolutely mind-numbing to me). Let me know if you have any other questions, and hopefully somebody with more knowledge of the litigation path can provide stronger insight there.

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ph14
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Re: Why not have a transactional class in the 1L curriculum?

Postby ph14 » Sun Mar 04, 2012 10:53 am

samsonyte16 wrote:So basically what you're advocating is for everyone to take the classes that corporate law-focused people take. I think this kind of set up would seriously marginalize public interest types.


I disagree that it would marginalize public interest types. Taking a handful of corporate classes is not a huge burden, and it would help confirm their interest in PI. Plus, from what i've heard from TLS and talking to people, many people who come into law school end up working at big firms, at least for a few years (Whether that is because they need to pay back their student loans, or that they have changed their mind about what they're interested in, or any of a bunch of reasons).

I think it's marginalizing people who may be interested in transactional work but are not sure, or people who are sure, to make them go through OCI without any exposure (barring a 1L SA or something) to anything transactional related. Now if that means changing the LRW curriculum to incorporate document drafting as someone above suggested, or taking courses that focus on

The argument that Business Associations, M&A, and other transactional classes don't teach you what a transactional lawyer does on a daily basis is a weak argument. As an above poster pointed out, civil procedure doesn't really teach you how to do litigation. But it does give you exposure to how the civil litigation system works and help decide if that is something they are interested in.

I think some of the people are focusing too much on the particular classes I picked without much thought. Perhaps they weren't the best choices. But I think there are classes out there that would be helpful or at least classes that could be developed and incorporated into the 1L curriculum.

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vamedic03
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Re: Why not have a transactional class in the 1L curriculum?

Postby vamedic03 » Sun Mar 04, 2012 11:11 am

(1) You have to have litigation courses because as a member of the bar you have to be minimally competent to appear in court (side effect of US combined bar).

(2) Rather than require transactional classes, be like UVA and provide 2 elective classes in spring 1L. This way students can try whatever they want to try.

smittytron3k
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Re: Why not have a transactional class in the 1L curriculum?

Postby smittytron3k » Sun Mar 04, 2012 2:16 pm

Given that most students work for firms during 2L summer but not 1L summer, it seems more logical to have students take intermediate courses (admin, evidence, tax, corporations, BK, etc.) during 2L year once they have a clearer sense of their interests, where they are working, what their firms specialize in, etc. The current 1L schedule seems to give people a pretty good handle on the things they need to know for 1L summer, as well as the skills they need to succeed in more advanced classes. I might be able to get behind requiring corporations instead of the international law elective, but it seems like requiring BK and Tax during 1L is stupid, especially if you would have to get rid of LegReg and an elective (which could be used to take BK, Tax, or any other class) to do it.

mr.undroppable
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Re: Why not have a transactional class in the 1L curriculum?

Postby mr.undroppable » Sun Mar 04, 2012 2:29 pm

They don't teach it because hardly any professors would be qualified to do so. Do you even want to learn transactional law from someone who spent two years in a law firm, focused on getting published during those two years, then bailed for academia? As you will find out, other than practicums taught by retired partners or accounting for lawyers, every non-tax corporate class you take will be about litigation and even then it won't be the nuts and bolts of litigation, it's high level stuff that will be completely useless for your first couple years in practice.

If you're really concerned about getting transactional training get on law review. Endless cite checking and making changes to a document based off someone's short-hand markup is very similar to the work you do as a junior transactional associate.

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ph14
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Re: Why not have a transactional class in the 1L curriculum?

Postby ph14 » Sun Mar 04, 2012 2:32 pm

mr.undroppable wrote:They don't teach it because hardly any professors would be qualified to do so. Do you even want to learn transactional law from someone who spent two years in a law firm, focused on getting published during those two years, then bailed for academia? As you will find out, other than practicums taught by retired partners or accounting for lawyers, every non-tax corporate class you take will be about litigation and even then it won't be the nuts and bolts of litigation, it's high level stuff that will be completely useless for your first couple years in practice.

If you're really concerned about getting transactional training get on law review. Endless cite checking and making changes to a document based off someone's short-hand markup is very similar to the work you do as a junior transactional associate.


Easier said than done :wink:.




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