Top Attorneys Bring Real-Life Experiences to Teaching Business Document Drafting Course Aronson Conti

Published: April 2nd, 2007

Category: Feature, News

Law students at the Levin College of Law are getting a taste of the life that awaits them at a corporate law firm 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 Daniel H. Aronson, an attorney with 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, partner in the Tampa office of Shumaker, Loop & Kendrick, and co-chair of the firm’s Corporate Practice Group. “There are very few law schools that offer anything like this,” Aronson explained. “There was no precedent for what we wanted to do. We knew Georgetown and NYU offered similar courses, but nobody else had anything close. The heroes are the 20 students who went through a brand new course, four different professors, and a ton of work to do in a nutshell probably what junior corporate executives do over a three-year period in terms of glimpses at and working with the most important area that corporate securities and M&A associates work in.” The two-credit course went well beyond just simple issues of how best to draft a document, Cohn said. Writing assignments included drafting 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 experiences,” Cohn said. “This wasn’t a class with a lot of war stories. It was a class in which they heard these attorneys talk about real-life drafting problems and real-life situations in terms of dealing with clients, finding out exactly what the clients have in mind, and negotiating differences between competing interests.” The course was limited to 20 students, most of whom were in their third year and plan to go into corporate practice. “Most of these lessons are little microcosms of the things that for years we’ve been passing along to our colleagues and our junior associates when we try to train them on whatever ad hoc basis we have,” Aronson said. “We just tried to string all those pearls together and put them in a cohesive segment.” 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 mergers & acquisitions and advanced corporate finance. Aronson said the course allows students to hit the ground running after graduation and distinguish themselves immediately at a law firm. 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. “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 catch-as-catch-can basis.” “This course is a much more cogent way to get a perspective of all of the issues in a transactional practice, put them in some kind of context and framework, and then hopefully when you go into practice you’ll be at a distinct advantage, I think, over students who haven’t had this kind of preparation.”

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