Why aren't transactional law classes more common in American law schools? Even in law schools that produce a huge mass of deal lawyers there is scarce availability of transactional classes. The few times I have heard about a law school with a good transactional education (or even class), these examples tend to be exceptions proving the rule. The fact that a decent transactional education is a big deal makes the issue all that more obvious.
The Legal Profession Blog has a great post on choosing between transactional law and litigation (which going forward I will definitely recommend to law students). In that post, the author points out rather casually that law school teaches you very little about transactional practice because it is grounded in the case method, including for Contracts. This makes sense overall, it sets up a foundation for the rest of one's legal education and career. The case method has its own oddities and bits of ugliness, but I would be hard pressed to say it categorically does not work; especially given the U.S.'s common law background.
But what about after the foundation is formed? I have heard great arguments that the last two years of law school are not strictly necessary at best or that they are a nasty symptom of the ABA's monopoly on law at worst. One primary point in this discussion is that transactional lawyers have very little to gain from the remaining two years of law school.
For Securities Law I had the truly brilliant Larry Ribstein (who tragically passed away and will be deeply missed), who made a valiant effort to focus his class on actual transactional practice. Of course, given the topic matter, there had to be cases and litigation. Many of my classmates were surely going to be corporate litigators, so the class always had to strike a balance.
But what about a purely transactional class? I know that NYU had an M&A class when I was there, but that class was infamously small. It would immediately fill up and was impossible to get into. I talked to a huge number of students who wanted to take the class, but it was simply too small and popular for most to take.
Below are a few theories about why this might be but a few are wild guesses:
1 There is not enough to be taught. Catch the right M&A or Corporate Finance partner on the wrong day and you would regret this one. A smart and talkative transactional lawyer can teach the practice all day. There is even the right sort of mix of old things and new things to teach. There are fundamental reps and warranties in almost any purchase agreement. Now with a couple of years of practice I know which should definitely be in any agreement, I know basically how they should look, but I would still appreciate a 5-minute history lesson on why they exist, why they are phrased this way or that, and even read some cases where such reps went wrong (I am not saying abandon the case method entirely, but for a transactional lawyer the focus should be on how certain provisions were interpreted and how one should draft around such interpretations).
But in addition to fundamental points, points that are rarely argued in a transaction (such as an authorization rep), a class could cover more contentious issues. It is not too hard to come up with "new" developments to discuss (mine are all from M&A, but other lawyers can substitute with issues from their own practices): Contingent Value Rights, Sandbagging provisions, changes to MAC Clauses. Practice Law Company (which I think very highly of) offers regular courses in such "new" developments in corporate law.
2 Transaction law must be learned through experience. This point resonates with me in the sense that I tend to learn by being more hands-on. That said, I simply don't see why this would be inherent to corporate law any more than saying "you can only learn torts by litigating." You surely will learn a lot more, but after my torts class I could at least listen to a conversation about torts. Most first-year lawyers would get very little out of a high-level conversation about a transaction. The first lesson for most transactional lawyers tends to be stuff like "this is what a rep does...this is what a covenant does...this is how a CP works..." or "signing and closing are different days because..." Its absurd to think that these things cannot be taught in law school.
3 There is not demand. At least at my firm and law school this definitely did not seem to be the case. Virtually every associate I have interviewed has asked me whether I could recommend any classes and almost all of them clearly have no idea what they can take that is oriented towards transactional law. I always say about the same thing: "take corporations, take securities law, try to take whatever offerings they have that are transaction oriented and then take classes that will help you with the bar and allow you to make snotty comments about Law & Order" (because seriously, why else be a lawyer). Its that third category that should be available. I have talked to a lot of students after giving this advice and heard they had no luck.
I have to admit that if anyone would have a biased view of the demand for transactional legal classes it would be me. I went to a law school with a lot of would-be transactional lawyers, I work in transactional law, and anyone I am interviewing will not likely want to say "yeah, I have no interest in doing what you do..." That said, I have heard many people say there is this demand and very few say the opposite.
4 Transactional law can't be tested. At this point I am grabbing at straws a bit, but in the interest of completeness I want to address whatever ideas I can; mostly this is an excuse to propose an idea: a law school test where the final product is a couple of mark-ups (for M&A I would have the relevant documents be a Purchase Agreement and an LLC Agreement). Modeled after my Contracts test (in format, not in actual task), it would be 8-hour and open book. The end result, however, would be a hand mark-up or a blackline of something like a buyer-friendly Purchase Agreement with the student acting as sell-side counsel. The test preface could include various goals by the represented party.
The final grade would of course be horribly open-ended and ambiguous, but hell, this is law school, this is why the law school Gods gave us the Stairs Method.
5 No practitioners want to be profs. Now I am just guessing, but I seriously doubt this. I have seen too many practitioners that are too pedantic for me to think this is a valid argument. Even if it was a retirement into the job, there are surely lawyers ready for this jump.
6 Systemic inertia. Yeah, that is probably right.
As a separate point, I honestly think that adding serious, large-format transactional classes would benefit deal law. Law students never know as much as they think they do, but nevertheless, having that many smart minds re-examining common precedent and considering new changes stands to benefit a legal world that often evolves slowly because it's maintained by stressed lawyers with not enough time to sit back and re-examine established precedent. Diligence would also stand to benefit because practitioners would at least have some clue - for instance at least a rudimentary understanding of basic reps.
Wednesday, February 1, 2012
Monday, January 23, 2012
Movie Review: Haywire
I love a good Hollywood blockbuster. I spent my high school being pretentious about films. I still like movies that make me think, but in all honesty, half the time I would probably prefer a solid action movie that at least has some guts. I read to think but for movies I am frankly looking for something just way more fun.
Haywire is way more fun. It has just enough wit to it and convoluted plot to not wince (though it has its wincing like moments). It can be silly with its plot, but typically in a fun hyper-reality way that Soderbergh is truly great at (witness Ocean's 11 and Traffic). You have a general idea how its all going to end, but it leaves enough for you to wonder how we are going to get there.
Everyone does a great job in their respective roles (which is usually more punching and kicking than emoting), but none more so than Gina Carano who is absolutely infectious. She sells the movie throughout. Her acting is what it needs to be (tough and somewhat charming) but her action never feels like it was watered down. The best choreography in an action movie that I can recall really gets sold by her.
Probably my favorite fight choreography before this was the Bourne Identity but my biggest complaint always was that they cut constantly like a music video. I was really impressed that Haywire kept long, interesting shots of the fights. This requires a lot more out of the actors but also makes the scenes grittier and more interesting. Probably the central fight in the movie is simply the best shot fight scene I have ever seen.
A funny comparison I noticed was that the movie shares some similarities in construct with the latest Mission Impossible. Although Haywire is vastly more interesting, both are thrillers with double-crossing central to their theme. Both also go to different spots throughout the world. However Mission Impossible exits in a clearly fictional (hilariously so) reality where the world is saved by well groomed agents with spotless concept BMWs and enough Apple technology to restock the five boroughs.
In Haywire there is very little a sense of world saving, the fuel of the movie is typically self-interest but with a smattering of a sense of justice. Whereas Mission Impossible shoots in Mumbai and it looks like an IT clean room, Haywire shoots in Barcelona and it looks run-down. It makes Haywire feel much more real, to the extent where even though ridiculous things happen, you could picture this world of espionage living parallel to our own.
The feel of the movie often takes on a Kill Bill quality, but its not about the main character being a lady. Rather it is the relentlessness. The sort of checklist frenzy of action. The movie does a great job never objectifying and never watering down the action or the situations.
Haywire really does justice to the concept of the Hollywood blockbuster and makes me optimistic for more great action films (by the way, Safe House looks pretty solid), and the career of Gina Carano.
Haywire is way more fun. It has just enough wit to it and convoluted plot to not wince (though it has its wincing like moments). It can be silly with its plot, but typically in a fun hyper-reality way that Soderbergh is truly great at (witness Ocean's 11 and Traffic). You have a general idea how its all going to end, but it leaves enough for you to wonder how we are going to get there.
Everyone does a great job in their respective roles (which is usually more punching and kicking than emoting), but none more so than Gina Carano who is absolutely infectious. She sells the movie throughout. Her acting is what it needs to be (tough and somewhat charming) but her action never feels like it was watered down. The best choreography in an action movie that I can recall really gets sold by her.
Probably my favorite fight choreography before this was the Bourne Identity but my biggest complaint always was that they cut constantly like a music video. I was really impressed that Haywire kept long, interesting shots of the fights. This requires a lot more out of the actors but also makes the scenes grittier and more interesting. Probably the central fight in the movie is simply the best shot fight scene I have ever seen.
A funny comparison I noticed was that the movie shares some similarities in construct with the latest Mission Impossible. Although Haywire is vastly more interesting, both are thrillers with double-crossing central to their theme. Both also go to different spots throughout the world. However Mission Impossible exits in a clearly fictional (hilariously so) reality where the world is saved by well groomed agents with spotless concept BMWs and enough Apple technology to restock the five boroughs.
In Haywire there is very little a sense of world saving, the fuel of the movie is typically self-interest but with a smattering of a sense of justice. Whereas Mission Impossible shoots in Mumbai and it looks like an IT clean room, Haywire shoots in Barcelona and it looks run-down. It makes Haywire feel much more real, to the extent where even though ridiculous things happen, you could picture this world of espionage living parallel to our own.
The feel of the movie often takes on a Kill Bill quality, but its not about the main character being a lady. Rather it is the relentlessness. The sort of checklist frenzy of action. The movie does a great job never objectifying and never watering down the action or the situations.
Haywire really does justice to the concept of the Hollywood blockbuster and makes me optimistic for more great action films (by the way, Safe House looks pretty solid), and the career of Gina Carano.
Friday, January 20, 2012
The Walls of the City
I am going to try my best to not make this post come off jaded unnecessarily.
This morning I realized that so far in 2012, the farthest I have been from my house is 5.3 miles. I did not leave the boroughs of Manhattan or Brooklyn and the farthest point I have strayed is my office. I use Google Latitude to track my location history. I would be paranoid about this, but I don't go anywhere scandalous enough to warrant fear. If you can't tell, I am pretty public with who I am.
Anyway, my Google Latitude history for this young year looks like a confused mouse in a maze. It essentially goes back and forth to the office and then splatters out in random spots in the city (for instance a recent trip to the West Village - but the sad part is that it really felt like that - a trip).
Winter is obviously doing me no favors, NYC finally decided to get cold, and when it gets cold here I find it so much colder than almost anywhere else. I blame the humidity, it just feels like ice is rubbing against your face.
But the city has always had this effect on me, and I think many. Just renting a car is a oddly costly endeavor, and most of the places I have wanted to go are outside of Zip Cars range (I realize there are other rental car agencies, but Zip Car is the obvious response to this issue). Once you are in the car there are a ridiculous number of tolls and other annoying bits just getting out of the city.
The city itself can be so costly that it has that same effect. I realize a few urban bloggers make their bread and butter living frugally in the city, but I have not seen many that I am that impressed with. Ultimately most things cost too much to do regularly.
To be fair, there is a lot I love about the city. The food is great. The culture is thick and often interesting, even if it can be annoying (witness). I honestly do feel like I am a part of something, even if I am not entirely sure what it is. The diversity of things one can do is pretty unprecedented. The drive that people have here can be amazing, but the desperation disturbing. I know too many people who struggle to make rent because everything is too damn expensive or end up living in ridiculously far or in a small apartment. The stress and seriousness that comes with jobs out here also pushes one indoors. After a long day at work it is hard to imagine going on a voluntary adventure.
Hopefully summer helps, but I should probably re-establish what I do in the city.
This morning I realized that so far in 2012, the farthest I have been from my house is 5.3 miles. I did not leave the boroughs of Manhattan or Brooklyn and the farthest point I have strayed is my office. I use Google Latitude to track my location history. I would be paranoid about this, but I don't go anywhere scandalous enough to warrant fear. If you can't tell, I am pretty public with who I am.
Anyway, my Google Latitude history for this young year looks like a confused mouse in a maze. It essentially goes back and forth to the office and then splatters out in random spots in the city (for instance a recent trip to the West Village - but the sad part is that it really felt like that - a trip).
Winter is obviously doing me no favors, NYC finally decided to get cold, and when it gets cold here I find it so much colder than almost anywhere else. I blame the humidity, it just feels like ice is rubbing against your face.
But the city has always had this effect on me, and I think many. Just renting a car is a oddly costly endeavor, and most of the places I have wanted to go are outside of Zip Cars range (I realize there are other rental car agencies, but Zip Car is the obvious response to this issue). Once you are in the car there are a ridiculous number of tolls and other annoying bits just getting out of the city.
The city itself can be so costly that it has that same effect. I realize a few urban bloggers make their bread and butter living frugally in the city, but I have not seen many that I am that impressed with. Ultimately most things cost too much to do regularly.
To be fair, there is a lot I love about the city. The food is great. The culture is thick and often interesting, even if it can be annoying (witness). I honestly do feel like I am a part of something, even if I am not entirely sure what it is. The diversity of things one can do is pretty unprecedented. The drive that people have here can be amazing, but the desperation disturbing. I know too many people who struggle to make rent because everything is too damn expensive or end up living in ridiculously far or in a small apartment. The stress and seriousness that comes with jobs out here also pushes one indoors. After a long day at work it is hard to imagine going on a voluntary adventure.
Hopefully summer helps, but I should probably re-establish what I do in the city.
Thursday, January 19, 2012
Asus: All Potential
I have been rooting for Asus for a while because I like Taiwanese companies and would like to see them succeed in the U.S.. When I first started reading about the Asus Transformer Prime it looked great, albeit with a name that has a strong aura of trademark infringement (they are being sued by Hasbro on that) and an over reliance on the kitschy fact that it has a sold-separately docking keyboard (there are a number of these out and the point is to get a tablet, not a netbook).
The specs on the thing are by far the best I have seen on an Android tablet, and the reviews are phenomenal. Without a doubt it is positioned as the best Android tablet and the clearest rival to the iPad 2. I was all ready to buy in December, except they were not available and still are not available. Amazon, Best Buy, everywhere seems to have been sold out for weeks (not including Amazon market sellers selling the Prime at jacked up prices). Now there is news coming out of people having their pre-orders cancelled which is just nasty.
This seems especially troubling for Asus, which started as a computer parts manufacturer. Asus is not a design brand like Apple, which would typically get its component parts from different suppliers, but rather this is a brand that should be able to fully understand its manufacturing capabilities, and presumably deal with those capabilities and predict those capabilities. Yet for some reason this has been a complete swing and a miss. There was plenty of hype, but the actual release date has never been clear (I have seen two or three different release dates). Did they underestimate demand or is there a shortage of something important?
The only real gripe I had heard in reviews was that the aluminum back panel negatively affected GPS signals. Really this is not the worst issue comparatively (better than when the iPhone 4 couldn't make calls), but it is annoying. The company seemed to handle it well when it just stopped touting the GPS as a feature. The thing is packed enough anyway. Moreover, there are reports that the problem is being resolved though a recent software update.
The other problem I had heard was that it comes with the Gingerbread version of Droid installed, forcing users to basically immediately update to the latest Icecream Sandwich release of Android. Again, annoying but not a deal breaker.
But by far the stupidest issue with the Transformer Prime is that they just announced the Prime 2 (or Prime HD, or something). This is truly ridiculous because it ticks off the few people who actually got the device and dissuades the numerous people who were ready to buy from getting this version. Its great that it addresses the GPS issue (theoretically), but why in the world would I buy the current prime when it won't be the "latest" for any length of time at all?
All of this is really nasty timing as well. Now I could try and keep hunting down a Transformer Prime at a retail price (which has not seemingly gotten much easier), or I can wait one month to see Apple's next move. The iPad is truly a great device, as much as I want to go Droid the Prime seemed like the only truly competitive tablet, now its more of a joke.
I am disappointed in Asus, which I really hope can do better. They are not controlling the message at all and it is really hurting their brand name. On that note, this "eee pad" concept (some other brand labeling they apply liberally) should really go. It makes them sound like a generic knockoff.
Hopefully Asus can learn some lessons from this such that they will be ready for prime time (that made me feel gross to write but I just don't have it in me to delete it).
The specs on the thing are by far the best I have seen on an Android tablet, and the reviews are phenomenal. Without a doubt it is positioned as the best Android tablet and the clearest rival to the iPad 2. I was all ready to buy in December, except they were not available and still are not available. Amazon, Best Buy, everywhere seems to have been sold out for weeks (not including Amazon market sellers selling the Prime at jacked up prices). Now there is news coming out of people having their pre-orders cancelled which is just nasty.
This seems especially troubling for Asus, which started as a computer parts manufacturer. Asus is not a design brand like Apple, which would typically get its component parts from different suppliers, but rather this is a brand that should be able to fully understand its manufacturing capabilities, and presumably deal with those capabilities and predict those capabilities. Yet for some reason this has been a complete swing and a miss. There was plenty of hype, but the actual release date has never been clear (I have seen two or three different release dates). Did they underestimate demand or is there a shortage of something important?
The only real gripe I had heard in reviews was that the aluminum back panel negatively affected GPS signals. Really this is not the worst issue comparatively (better than when the iPhone 4 couldn't make calls), but it is annoying. The company seemed to handle it well when it just stopped touting the GPS as a feature. The thing is packed enough anyway. Moreover, there are reports that the problem is being resolved though a recent software update.
The other problem I had heard was that it comes with the Gingerbread version of Droid installed, forcing users to basically immediately update to the latest Icecream Sandwich release of Android. Again, annoying but not a deal breaker.
But by far the stupidest issue with the Transformer Prime is that they just announced the Prime 2 (or Prime HD, or something). This is truly ridiculous because it ticks off the few people who actually got the device and dissuades the numerous people who were ready to buy from getting this version. Its great that it addresses the GPS issue (theoretically), but why in the world would I buy the current prime when it won't be the "latest" for any length of time at all?
All of this is really nasty timing as well. Now I could try and keep hunting down a Transformer Prime at a retail price (which has not seemingly gotten much easier), or I can wait one month to see Apple's next move. The iPad is truly a great device, as much as I want to go Droid the Prime seemed like the only truly competitive tablet, now its more of a joke.
I am disappointed in Asus, which I really hope can do better. They are not controlling the message at all and it is really hurting their brand name. On that note, this "eee pad" concept (some other brand labeling they apply liberally) should really go. It makes them sound like a generic knockoff.
Hopefully Asus can learn some lessons from this such that they will be ready for prime time (that made me feel gross to write but I just don't have it in me to delete it).
Tuesday, January 17, 2012
Beer Review: Brooklyn Monster
Given the name of the blog, I thought it would be worth starting with a beer review. On that note, I also definitely recommend the site Beer Menus. It is a great site with a lot of potential for supporting smart beer drinking culture. I plan to link to it for any of these reviews. I hope it expands, although it is already a nice resource it has a lot of room to grow.
Please let me know if you know of any other sites worth note (I find Beer Advocate to be a little chaotic and unfocused, but it is very comprehensive).
Brooklyn Monster: I have never been one for Brooklyn Brewery, despite a deep want to like them. I love businesses that specifically represent Brooklyn, I like micro beers that really expand out and try to compete with macro beers (for that reason I really respect Sam Adams), but I have never gotten into Brooklyn Brewery. To be frank, most of their beers taste muddled to me, a bit dull. I would prefer a Brooklyn Lager over any macro beer, but not many beyond that. This all said, Brooklyn Monster is definitely a cut above the rest at Brooklyn Brewery. The Belgian inspiration is obvious and it is clearly well crafted. I am not generally a fan of barley wines, but this avoids the over-powering sourness common amongst them and is rather smooth.
Beer Menu entry.
Please let me know if you know of any other sites worth note (I find Beer Advocate to be a little chaotic and unfocused, but it is very comprehensive).
Brooklyn Monster: I have never been one for Brooklyn Brewery, despite a deep want to like them. I love businesses that specifically represent Brooklyn, I like micro beers that really expand out and try to compete with macro beers (for that reason I really respect Sam Adams), but I have never gotten into Brooklyn Brewery. To be frank, most of their beers taste muddled to me, a bit dull. I would prefer a Brooklyn Lager over any macro beer, but not many beyond that. This all said, Brooklyn Monster is definitely a cut above the rest at Brooklyn Brewery. The Belgian inspiration is obvious and it is clearly well crafted. I am not generally a fan of barley wines, but this avoids the over-powering sourness common amongst them and is rather smooth.
Beer Menu entry.
Monday, January 16, 2012
Introductory Post
Welcome to the new blog. I do not hide behind anonymity for the most part. My name is Matthew Warner, I live in Brooklyn, New York and I am from Longmont, Colorado. Someday I hope to go back to Colorado, but right now I am holding onto a hectic life with a very busy, and often stressful, job as a lawyer in New York. I have lived in Mexico, Taiwan and Singapore and travelled around the world extensively.
Hopefully soon this blog will have plenty of content, but you never know at the start of these sorts of projects where they will lead. Ideally I would like to have photography, game reviews, beer reviews, technology opinions, short stories if I am feeling frisky. I generally hope that this can become a creative outlet for my hobbies.
If you want a lot more content, I have a very old blog at bluestasis.blogspot.com. That blog has a few funny stories in it that still get comments. That said, it really is a snapshot of my life at that time. Hopefully this will be as well.
Feel free to leave comments going forward.
Hopefully soon this blog will have plenty of content, but you never know at the start of these sorts of projects where they will lead. Ideally I would like to have photography, game reviews, beer reviews, technology opinions, short stories if I am feeling frisky. I generally hope that this can become a creative outlet for my hobbies.
If you want a lot more content, I have a very old blog at bluestasis.blogspot.com. That blog has a few funny stories in it that still get comments. That said, it really is a snapshot of my life at that time. Hopefully this will be as well.
Feel free to leave comments going forward.
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