Business Top Attorneys Teach Drafting

By James Hellegaard

Law students at the Levin College of Law are getting a taste of the life that awaits them at corporate law offices thanks to a new business document drafting course taught by top attorneys who travel to Gainesville to teach the innovative class.

The course was developed by Professor Stuart Cohn and Miami attorney Daniel H. Aronson, co-chair
of the Corporate & Securities Group at Bilzin Sumberg Baena Price & Axelrod in Miami.

With support from UF Law Dean Robert Jerry, Cohn and Aronson enlisted three prominent business lawyers as adjunct professors: Lou Conti, a partner with Holland & Knight who splits his time between Orlando and Tampa; Gardner Davis, a partner in the Jacksonville office of Foley & Lardner; and Gregory C. Yadley, a partner in the Tampa office of Shumaker, Loop & Kendrick and co-chair of the firm’s Corporate Practice Group.

UNIQUE PROGRAM

“There are very few law schools that offer anything like this,” Aronson explained. “There was no real precedent for what we wanted to do. We knew Georgetown and NYU offered skills-focused courses, but no other law schools offered anything close. While I applaud the administration and our adjunct professors, the heroes here are the 20 students who went through a brand new course, four different professors, and a ton of work to understand and draft corporate and transactional documents that corporate, securities and M&A attorneys deal with every day.”

The two-credit course went well beyond issues of how best to draft a document, Cohn said. The course addressed negotiation and transaction skills, and writing assignments included drafting letters of intent, employment agreements and representations and warranties in a merger agreement, among other documents.

“The students very much appreciated seeing top attorneys come in and talk about their practice experiences,” Cohn said. “This wasn’t a class with a lot of war stories. It was an opportunity to hear highly experienced attorneys talk about reallife drafting issues, practical solutions to those issues and real-life situations in terms of dealing with clients, finding out exactly what clients have in mind, and negotiating differences between competing interests.”

Most of the students were in their third year and plan to pursue a corporate and/or transactional practice.

“Most of the classes are microcosms of the experiences, skills and tools that corporate law partners and supervisors endeavor—often on an ad hoc basis—to transmit to junior associates and attorneys early in their careers,” Aronson said.

Feedback from the course has been very positive, and plans are underway for development of additional skills based offerings in the business law curriculum, including in the areas of mergers & acquisitions and advanced corporate finance. Aronson said the course should allow students to “hit the ground running” after graduation and thus should make them more attractive at both law firms and corporate law departments.

Conti, who knew Cohn through their work on a number of legislative drafting projects for The Florida Bar, said the students displayed surprisingly good drafting skills throughout the course.

SOLID EXPERIENCE

“Most of the young associates in our office keep saying they wish they had something like this when they were in law school, because when you come into practice you literally do not know where to start in many cases, particularly in a transactional practice,” said Conti, who previously taught as an adjunct at Widener University and Temple University.

It’s easy to look at form documents and see what somebody else has done before, Conti explained, but it takes experience to understand why provisions are there or not there, and how to negotiate the relative tweaking of those provisions. Without a senior lawyer to mentor them and take the time to sit down and explain a lot of the drafting and language issues, he said, young associates typically have to learn business document drafting on “a catchas-catch-can basis.”