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Current & Recent Research at Penn Law

File: [View Document]
Author: Kosuri, Praveen
Citation: Beyond Gilson: The Art of Business Lawyering, 19 LEWIS & CLARK L. REV. 463 (2015) .
Date Published: 2015
Date Posted: 07/22/2015
Subjects: Commercial Law
Law and Business
Law and Social Sciences
Law, the Profession, and the Public Interest
Keywords: Legal Education
Legal Profession
Legal Studies
Organizations
Partnerships
Practice and Procedure
Real Estate
Securities Law
Banking and Finance
Business Entities
Clinical Education
Commercial Law
Community Development
Contracts
Corporate Finance
Corporations
Economic Development
Law and Society
Law and Technology
Social Science and the Law
Transactional Planning
Abstract:
Thirty years ago, Ronald Gilson asked the question, “what do business lawyers really do?” Since that time legal scholars have continued to grapple with that question and the implicit question of how business lawyers add value to their clients. This article revisits the question again but with a more expansive perspective on the role of business lawyer and what constitutes value to clients.
Gilson put forth the theory of business lawyers as transaction cost engineers. Years later, Karl Okamoto introduced the concept of deal lawyer as reputational intermediary. Steven Schwarz attempted to isolate the role of business lawyer from other advisors and concluded the only value lawyers added was as regulatory cost managers. All of these conceptions of business lawyering focused too narrowly on the technical skills employed, and none captured the skill set or essence of the truly great business lawyer. In this article, I put forth a more fully developed conception of business lawyer that highlights skills that differentiate great business lawyers from the merely average. I then discuss whether these skills can be taught in law schools and how a tiered curriculum might be designed to better educate future business lawyers.