As anyone who has considered a legal education has heard, law school aims to teach each student to “think like a lawyer.” More accurately, though, law school teaches its students to think like litigators by teaching the curriculum that law professors, trained by the traditional case method, know best: parsing the holdings of cases, closely reading statutes, performing efficient legal research, spotting issues, arguing about policy and writing clearly to support a position. In short, newly minted J.D.s are fit to thrive as appellate litigators. This article describes the problematic absence of transactional legal education, and suggests that the University of Chicago Law School Corporate Lab and complementary experiential courses (with which the three of us are associated) are helping to fill the educational void. This model is particularly timely in light of recent curricular reforms by the American Bar Association and the state of California, described below, which increase the number of experiential education credit hours required to graduate.

The current educational approach fails to properly educate the many law school graduates—especially from the top schools—who do not go on to practice litigation. In fact, many—if not most—of the attorneys at the largest firms practice in transactional groups. Law school simply does not prepare these students for the tasks that they will encounter early on in their careers as corporate attorneys: evaluating business and legal risk in connection with transactions, drafting contracts, negotiating terms in complex agreements and understanding the greater commercial context in which transactions take place. These are not skills that can be taught through the traditional Socratic Method used in schools today; rather, it is only by “doing”—participating in mock negotiations, drafting actual contracts and reviewing documents—that a young lawyer can start to understand business transactions.

Teaching Transactional Law to New Lawyers - full text PDF

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