The Jack G. Clarke Institute for the Study and Practice of Business Law

The Online Version
of the Magazine
of Cornell Law School

Spring 2011

Volume 37, No 1

Robert C. Hockett, Professor of Law, Cornell Law School

Charles K. Whitehead, Associate Professor of Law, Cornell Law School

Ray Minella, Executive Director, BLI

Table of Contents Featured Article

The Jack G. Clarke Institute for the Study and Practice of Business Law

by JUDITH PRATT | ILLUSTRATION by NOAH WOODS | PHOTOGRAPHS by ROBERT BARKER

“Most lawyers do business-related law,” says Raymond J. Minella ’74, the new executive director of the Jack G. Clarke Institute for the Study and Practice of Business Law (BLI). Certainly many Cornell Law School graduates work for large law firms, and most of those firms have a significant corporate practice. In fact, Minella adds, “The National Law Journal reported that, of all the law schools in the United States, we are ranked #2 in terms of the percentage of graduates that join the 250 largest law firms—and that means a focus on corporate law.”

Professor Robert C. Hockett, a corporate and financial law scholar who joined the Law School faculty in 2004, agrees. “Student interest in business and financial law has always been especially strong,” he notes. “During my first five years here, I found myself putting together quite a few ad hoc courses in the form of large directed reading groups that students enrolled in for credit. These covered such subjects as derivatives regulation, private equity, hedge funds, and the law governing enterprise organizations not covered in the regular Business Organizations course. Student interest was so great that you simply could not say no.”

Creating the Clarke Business Law Institute

Prompted by that strong student interest, the BLI was created with a $5 million lead gift from alumnus Jack G. Clarke, LL.B. ’52, a lawyer and retired ExxonMobil executive. Other alumni committed nearly an additional $9 million to the project, and fundraising is ongoing. The 2007 gift was the largest single investment in business law in the Law School’s history. “It will provide our students and faculty with unparalleled opportunities,” said Stewart J. Schwab, the Allan R. Tessler Dean and Professor of Law. Through the BLI, he noted, Cornell and its graduates will be able “to contribute solutions to the complex issues emerging from new domestic regulations and a global economy.”

Hockett, who worked with Dean Schwab and members of the Law School Advisory Council in conceiving and developing the “white paper” that mapped out the structure, aims, and long-term strategies of the BLI, echoes that observation. “Part of the idea behind the Institute was to capitalize on Cornell’s unique strengths, including its many faculty in other departments with economic and related expertise, as well as its ethos of interdepartmental collaboration. No peer school can match us where such linkages are concerned. By in effect institutionalizing and furthering those collaborations, the BLI will afford Cornell students tremendous opportunities that simply are not available on such a scale elsewhere.”

At its core, and reflecting those views, the BLI is focused on:

hiring faculty, both permanent and visiting, who concentrate on business and financial law areas;
- developing courses and seminars in business and financial law that improve the range, depth, and overall quality of legal training;
  - facilitating scholarly collaboration on business and financial law related projects between the Law School and coordinate Cornell departments; and
    - bringing speakers to the Ithaca campus and organizing conferences that use the Law School’s academic platform as a neutral forum for the discussion of topics of pressing interest among judges, regulators, practitioners, and academics.
      
      “We need to do all we can to connect students to Wall Street,” says Hockett. “By enabling us to make much better use of our unmatched resources, the Institute ensures we are more than well up to the task.”
      
      Shaping the BLI
      
      Charles K. Whitehead, an expert in corporate law and financial regulation, visited the Law School in 2008 as the Marc and Beth Goldberg Distinguished Visiting Professor of Law before joining the faculty in 2009 as part of the BLI. Minella, a seasoned investment banker, became executive director in early 2011. Both hires were part of a broader Law School initiative to attract new faculty with business and financial law interests. Other new additions include, in 2007, William A. Jacobson, director of the Securities Law Clinic; in 2008, Oskar Liivak, who teaches Intellectual Property; and in 2010, Odette Lienau, an expert in international economic law.
      
      In addition and true to form, the BLI is already helping to initiate closer ties to other Cornell departments and schools—especially Cornell’s Johnson Graduate School of Management. Hockett notes that he has collaborated with Johnson School colleagues on projects and dissertation committees since first arriving at Cornell, and Whitehead works with Johnson School faculty in supervising their student-run venture capital fund. Johnson School students also have typically enrolled in or audited Hockett’s Business Organizations, Financial Institutions, and International Financial Institutions courses, as well as Whitehead’s Business Organizations, Securities Regulation, and Transactional Lawyering courses. “Now, however, these once informal connections are being formalized through the Institute. That is both broadening and deepening them,” notes Hockett. As part of this formalization, Professor Bradley Wendel co-teaches an important course on Ethics and Corporate Culture with half the class law students and half from the Johnson School.
      
      Beginning in 2010, Cornell launched a new, three-year joint J.D./M.B.A. program to supplement the existing four-year program. In the three-year version, students spend a year at the Law School and a summer at the Johnson School, and then take courses at both schools during the next two years. Six courses have also recently been cross-listed between the Law School and Johnson, with plans for further cross-listing in the future. “Students are eager to take Johnson courses,” Whitehead explains, “and the addition of the three-year program made it possible for students who might not otherwise pursue a business education.”
      
      Seminars and Classes
      
      In addition to the Law School’s core business law curriculum, the BLI is also expanding the seminars and classes available to students. Last November, Cornell launched the first Transactional Lawyering Competition, a “moot court for deals lawyers” and the only intramural competition of its kind. (Click here for more information about the Transactional Lawyering Competition.) During the 2011–2012 academic year, Whitehead and Minella will also offer a transactional lawyering course entitled “Deals: The Economic Structure of Transactions and Contracting.” The class will be open to Johnson students as well as to Law School students.
      
      “The purpose of the Deals course is to introduce students to complex deal structuring; that is, structuring to optimize value,” Whitehead explains. “Really good deal lawyers add value to a transaction.” They do that by finding ways to expand the pie, rather than just dividing it up. “Many young lawyers, fresh from law school, approach deals as litigators, ready to beat the other side into submission,” says Whitehead. “But there are ways that sophisticated deal lawyers can create value. Of course, being able to do so effectively requires years of experience, but our hope is to introduce students to a different way of thinking about deals and lawyering.”
      
      Whitehead and Minella will give students readings in economic theory, models, and mechanics and then describe the tools that transactional lawyers use to address the problems described. “There is a wealth of law and economics scholarship that describes what goes into deal structuring. Used with practical examples and ‘real’ deals, the materials can be very effective,” Whitehead says.
      
      The Deals course will include deal-related documentation from five or six actual transactions, which student teams will dissect using the tools they learn in class. The teams will present the deals to their classmates—describing what the deal was intended to do and how it was structured. The lawyers (and clients) who actually negotiated the deal will then explore it during the following class. “The idea is to see how closely theory and practice can match,” says Whitehead. “The experience is great for the students, but also for the practitioners. They often get only fifteen minutes into their presentation before being clobbered with questions from students.” Also, Minella notes, “This is an extraordinary opportunity for students to talk one-on-one with sophisticated dealmakers in a way they probably won’t experience once they’re in practice.”
      
      The BLI will also introduce four separate Deals Seminars in the 2011–2012 term, taught by expert practitioners, each focusing on a different specialty. The courses will be taught in person and by videoconference. “These people are the best at what they do, and we’re grateful they’re willing to share their insight with the students,” notes Minella. The seminars will serve as a follow-up to the Deals course or as a seminar for students interested in a particular specialty.
      
      Steven A. Flyer ’91 of Gotham Private Equity Partners, along with Eileen T. Nugent and Lou R. Kling of Skadden Arps, will offer a seminar on private equity, focusing on issues and documentation that arise in complex private equity deals. Securities lawyer James Junewicz of Winston & Strawn will lead a seminar on capital markets transactions, examining selected legal issues and documents used in capital-raising.
      
      Two other seminars are also scheduled for the 2011–2012 term. Mitsuru Chino ’91 of Itochu Corporation will be a Distinguished Practitioner in Residence, offering a seminar that focuses on cross-border trading and strategic transactions. In addition, Robert J. Wertheimer and Nathalia A. Bernardo of Paul Hastings will introduce a real estate transactions seminar, where students will learn to structure and prepare commercial real estate deal documents.
      
      Speakers and Conferences
      
      Along with new courses, Hockett, Whitehead, and Minella are bringing in business and financial law practitioners and former regulators as guest speakers. Recent speakers include Matthew Fink, former president of the Investment Company Institute, who presented “The Mutual Fund Revolution”; William Black, formerly with the Federal Home Loan Bank Board, who presented “The Best Way to Rob a Bank is to Own One”; Gordon G. Chang ’76, who offered “China: Law, Rule of Law, and Business in the World’s Most Fascinating Economy”; and Michael Hancock, group general counsel, Qtel International (Qatar Telecom), who delivered “A Report From the Front Lines: Doing Business in a Changing Middle East.”
      
      “We choose seminar topics and presenters based on several criteria: student interest, the availability of senior practitioners, and our own sense of what would be of interest based on what is happening in the world,” Minella explains. For example, in April, J. David Officer, M.B.A. ’74/J.D. ’75, the former COO of the Dreyfus Corporation, presented a panel of Law School alumni to talk about the Dodd-Frank Wall Street Reform and Consumer Protection Act and its current effects on financial regulatory reform.
      
      The BLI will also host conferences that leverage Cornell’s position as a neutral, academic forum to address important business law topics. Many of these conferences will be limited in size in order to facilitate candid discussion and will take place not only in Ithaca, but also in New York City and other venues. “Conferences such as these reflect Cornell’s still-vibrant land grant heritage, spreading business know-how that fosters sustained economic and social development both in New York and beyond,” notes Hockett.
      
      The first conference, tentatively titled “Reforming the Financial Markets: Where Main Street Meets Wall Street,” is scheduled to take place in October 2011. “At academic conferences, regulators, judges, practitioners, and others can meet and debate issues in a way they couldn’t do elsewhere,” Whitehead explains. Conferences, Whitehead adds, can also help wrap up the three BLI concepts. “We offer a new venue for students to learn from senior lawyers, regulators, and others,” he says. “In addition, these conferences demonstrate and reinforce Cornell’s focus on business law issues—important for the BLI, the Law School, and its faculty.”
      
      Summing up the BLI, Minella explains, “I’ve worked with small, medium, and large-sized firms. One of the things you find out—a good lawyer knows where the problems are and keeps you from making mistakes. A great lawyer can help you achieve your objectives or, alternatively, talk you out of them. Lawyers are more about risk, business is more about reward. But you need to ask your clients if they have thought about what a particular legal approach means to their business.” In the BLI, he explains, “We help lawyers get a more three dimensional view.”

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