Law School Innovation: Using Know-How to Take a Deep Dive into M&A

Topics: Government, Law Firms, Law Schools, Legal Education, Legal Innovation, Surveys, Talent Development, Thomson Reuters

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In Thomson Reuters’ examination of methods that law schools can use to help their students become more “practice ready,” we identified law school faculty already integrating practice-ready skills into their curriculum as well as legal organizations helping new associates connect theory to practice. In the following series of profiles, we explore how these approaches are shaping law students and law firms.

Jessica Pearlman, now a partner at K&L Gates, remembers the challenging transition from third-year to new hire. “When I first drafted an M&A agreement it was all brand new to me,” she says. “I didn’t know whether certain provisions were supposed to be in the document, or if they were just there from the prior deal.”

As an attorney and adjunct professor, Pearlman developed Mergers & Acquisitions courses for second- and third-years that gave students more context. She has taught M&A courses at University of Washington School of Law and at Seattle University School of Law, and built her syllabus not around textbooks but around Practical Law.

“All of the textbooks were great if you want to be a thinker but not a doer,” she explains, adding the classes were basically training that she had provided many times before when she’d pull in new associates to work on deals. “Having already done that, I understood what I needed to bring students up to speed — there wasn’t anything out there in textbooks that did this.”

Beyond Casebooks

“M&A lends itself well to a practical approach of teaching in a way that other practice areas might not,” she notes. “There’s a somewhat predictable pattern to what an M&A deal looks like — they follow the same sort of skeleton.” For M&A in particular, Pearlman says, Practical Law is a perfect way to teach law students, and it makes sense from a cost perspective. “The level of discussion that occurs in the Practical Law documents is written in a way that’s understandable but not patronizing.”

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Jessica Pearlman, of K&L Gates

She said her course helped students recognize that M&A deals are “kind of an art.” She noted the 30- to 100-page length of some M&A agreements may overwhelm students who’ve never seen one before, but that Practical Law made them accessible.

“Generally speaking, they all have the same 10 or so main articles,” she says. “Often the first article is ‘here’s what we’re buying and what we’re paying for it.’” Pearlman says that explaining that process to students and using the agreement to do that, better reflects real life — detailing what you need to understand when you read one of these agreements — versus the casebooks, which often talk about what happened in various situations, but doesn’t give the same deep dive into a long form agreement.

Developing a Professional Mindset

Pearlman’s curriculum aims to help students develop a professional mindset. “We’d look at a sample agreement from Practical Law for related issues I’d talk about in my lectures,” she explains. “I’d ask questions like: ‘In this sample agreement, how did that issue come out? Is it a buyer-win or a seller-win?’” In practice, you get a draft purchase agreement from opposing counsel and students have to read it through and understand the issues it presents, which requires knowing what should be there, she adds. “A goal of this course is to give them the skill set to do that.”

Forgoing textbooks meant the syllabus included live links, and students simply clicked open documents using their student passwords. “It was great to have something accessible to the students at no cost to them through their free accounts,” she says.

A former student later told Pearlman how helpful the class had been because the firm she went to work for didn’t do a lot of training. “It was a smaller satellite office and she felt somewhat left to fend for herself, and was grateful for the background from my class,” Pearlman recalls. “She also knew she could go to Practical Law to understand what’s going on.”

“To have these materials available was incredibly valuable,” Pearlman says. “Practical Law didn’t shape the arc of what I taught, it filled it in.”

For profiles of technology innovators in the legal education field, click here!