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Courses @ HLS
 

David Wilkins

Ashish Nanda

John Coates

Guhan Subramanian


Legal Profession (Wilkins, Spring 2012)

This course takes a comprehensive look at the organization, operation, and ideology of the legal profession. The course has three major objectives. First, through materials and simulations, the course seeks to convince students that in the practice of law they will often be asked to make difficult ethical decisions. Particular attention will be focused on the ethical problems encountered in civil litigation and the manner in which recent developments in the law regarding class actions, fee shifting, prepaid legal services, and multi-city law firms impact on these problems. Students will be encouraged to identify and critically examine the theoretical justification for various alternative responses to these problems, as well as to understand the practical ramifications of particular actions. Emphasis will be placed on the special problems and opportunities of young lawyers, women, and minorities. Second, the course will examine the larger questions of professional structure and ideology. Here, we will discuss the theoretical and functional implications of the changing way in which legal services are delivered. Recent trends in the organization and operation of large corporate law firms, legal services offices, public interest practice, corporate legal departments, and legal clinics will be analyzed in terms of their effect on services delivered and the working lives of lawyers. We will also examine the character, organization, and ideology of the profession itself. Issues relating to deprofessionalization, professional autonomy, commercialism, alternative mechanisms of regulations and control (state, market, common law, and court-imposed), and the increasing numbers of women and minorities will be examined in terms of their potential impact on the profession and their relationship to larger themes such as civic republicanism, feminism, and law and economics. These broader themes in turn will be related to trends in other professions and other legal systems. Finally, the course will encourage students to look seriously at the image of lawyers both inside and outside the profession. How does the image portrayed in the media differ from the way lawyers perceive themselves? What do these differences teach us about competing conceptions of the professional role? Through these and other similar questions, the course will challenge students to reflect critically on the profession they are about to enter and the role they wish to play in it. Enrollment is limited to sixty students. Text: Kaufman and Wilkins, Problems in Professional Responsibility for a Changing Profession (5th ed.), and current edition of Rules of Professional Responsibility. Students are expected to attend classes and to participate in class discussions. Students who are absent frequently without the consent of the instructor will be dropped from the class.

The classroom components of certain clinical courses satisfy the Law School's professional responsibility requirement. Ordinarily, students may not enroll in two nonclinical courses that satisfy the professional responsibility requirement. Students may enroll in a second clinical course with a professional responsibility component, but the course taken second will be reduced by one classroom credit. Students enrolling in a clinical course which satisfies the professional responsibility requirement but who have already completed a non clinical professional responsibility course will ordinarily receive one less classroom credit for their clinical course. In other situations where students take a second course that satisfies the professional responsibility requirement, the second course may be reduced by one classroom credit if there is substantial overlap in professional responsibility coverage with the first course. Students should check with the Registrar's Office if they have a question about professional responsibility requirement. Lap top computers will not be allowed in class.

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Legal Profession Research Seminar (Wilkins, Coates, Nanda, Spring 2012)

This seminar will examine research being done by academics in law and other disciplines on lawyers, legal careers, and the market for legal and other related professional services. The seminar will consist primarily of the presentation of papers by academics doing research in this general area, followed by discussion. There will also be presentations by leading practitioners as well. Students will be expected to read the papers or other materials that will be presented each week and to write short response papers raising questions or comments for the speakers. Students who are interested in doing further research in the area will have the option of writing a longer paper, for which they may be entitled to receive some research support from the Program on the Legal Profession. Additional information about topics to be covered and about participating speakers will be available in the fall.

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Problem Solving Workshop 5 (Wilkins, Winter 2012)

What sorts of problems do lawyers solve? How do they solve them? What intellectual constructs do they bring to bear? What practical judgments? This workshop-style course will help answer these questions by giving you a chance to practice confronting client problems the way lawyers do, from the very beginning, before the facts are all known, before the client's goals are clarified, before the full range of options is explored, and before a course of conduct is chosen. You will undertake these tasks by working in teams on a number of different problems in different lawyering settings. You will also be writing short memos of the kind written by practicing lawyers, identifying facts that need to be gathered, questions the client needs to answer, options that should be considered. You will also write memos interpreting laws that impinge on the problem and recommending a course of action. You may also be asked to engage in simulated interviews of clients.

The course is intended to help prepare you for the actual practice of law by allowing you actively to engage in the sorts of discussions and activities that occupy real lawyers every day, combining their knowledge of law with practical judgment to help clients attain their goals within the bounds of the law. It is also intended to help you become the kind of thoughtful practicing lawyer who can see the theoretical issues lurking behind everyday events.

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Leadership in Law Firms (Nanda, Fall 2011)

This course aims to help students understand how to lead law firms, as well as other professional service firms (PSFs), effectively and how to be successful as professionals. It is meant to be useful whether you work as a solo-practitioner or in an established firm (including a law firm, a consulting firm, or a financial services firm). Through studying the dynamics of PSFs and the skills that are essential to professional success, the course will help you understand what it takes to be an effective professional and a member of a thriving firm. The course is organized in five modules: competitive strategy and alignment, organizational strategy and processes, developing professionals, leading organizational transformation, and succeeding as professionals. Our primary learning tool will be the business school case study method. The case studies typically take a longitudinal perspective that follows professionals and their enterprises over extended periods of time. This affords us the opportunity not only to determine the sources of performance at any given time, but also to identify the capabilities and processes that sustain success over time, and to learn how law (and other professional service) firms react to change. The cases are situated in the law firm setting, but also in other professional service settings (consulting, financial services, accounting, and medicine). To maximize benefit from the case discussion process, case protagonists or external experts will attend several of the class sessions and engage in the discussion and reflection process. The sessions mostly will be organized as class discussions based on printed cases. Several of the sessions will include minilectures on concepts of relevance to professional service and law firms. The course will also include some exercises to provide students with the skills that will allow them to evaluate firms and chart their own careers within these firms effectively. The class will be limited to 50 participants. Grading will be based on class participation (30%), one written submission (20%), and the final exam (50%).

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Professional Services: Advanced Topics (Nanda, Spring 2012)

This seminar course aims to delve in depth into topics related to the management of professional service firms (PSFs) and the careers of professionals. It is meant to be useful if the students plan to work in a law firm or another PSF (such as a consulting firm, or a financial services firm) or if they plan to study human-capital intensive organizations. The seminar will meet once every week for two hours. Each session of the seminar will focus on one research topic in depth.

  1. Professionalism—Professional ethic, conflict of interest, firm scale and scope, boundaries between and across Professions
  2. The Professions—History of the professions, comparison across the profession, proto-professions, professional associations, self regulation, transparency, public oversight
  3. The Service Market—Competitive landscape of the professions, drivers of superior performance, positioning on the practice spectrum, disruptive innovations, commoditization
  4. Mergers & Acquisitions—M&A frequency, performance, and impact on professional careers
  5. Economics of Professional Services—Practice economics, capacity planning, service market/ labor market linkages
  6. Organization Strategy—Ownership structures, governance structures, compensation systems, decisions rights
  7. The Labor Market—Drivers of firm reputation in the labor market, movement of star professionals, regretted turnover, exit from a profession & reentry
  8. Team Dynamics—Effective teaming, barriers to teamwork, leading teams effectively, teaming across boundaries
  9. Client Service—Client Value Proposition, Service Profit Chain, drivers of purchase decisions of legal and professional services
  10. Change Management—Barriers and gateways to change, leading change
  11. Non-traditional Professionals—Internal Service Providers, not-for-profit professionals, government professionals, innovative professional careers
  12. Professional Work—Drivers of Satisfaction and fulfillment in professional work, work-life balance, career arcs
  13. Future of the Legal Profession—Review of the current state and projection of future direction of the legal profession, law firms, and legal departments

Through review of existing research, discussion of case studies, critique of student papers, analyses of current developments and past events, and deliberations with invited guests who have conducted research in the field, students will develop a deep appreciation of the structure and dynamics of PSFs and the career trajectories of professionals. Discussions will focus on law firms, as well as legal service organizations that are not law firms (corporate counsel offices, government departments, etc.) and non-law professional service firms (consulting, accounting, financial services, and medicine). Readings will include case studies, research articles, news articles, and student papers. Classes will be discussion-based. The seminar class will be limited to 22 participants. Grading will be based on class participation (30%), one in-term written submission (20%), and a final paper (50%). The final paper can be a research paper or a case study. Although there are no formal prerequisites, students are encouraged to take the "Leadership in Law Firms" course before taking this seminar. Enrollment into this course is by permission of the instructor.

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Corporations: Board of Directors and Corporate Governance (Coates with HBS Professor Jay Lorsch, Fall 2011)

The course consists of twenty classes. The portion of the course required for both HBS and HLS students consists of twenty classes taught at HBS. The first module provides a basic introduction to the institutions that affect boardroom dynamics. We will also begin with an examination of the role of shareholders and their relationship to boards. Next, we will focus briefly on the legal situation of board members. In the second module, we shall discuss the activities of boards under normal circumstances, including who serves on boards, the nature of director and CEO dynamics, the board's role in strategy, in selecting, evaluating and rewarding the CEO, and in assuring transparent financial reporting. The next module will focus on how boards deal with crisis situations such as hostile takeovers, CEO dismissals, succession and compensation, and unhappy shareholders. In the final module, we will examine the governance of private companies, e.g. family-owned, private equity and venture capital-backed companies as well as nonprofit organizations. The course will be open to both HBS and HLS students, and we will seek to have a roughly even balance between the two. In addition to the material described above, HLS students will also be expected to take a one-credit parallel course, which will be taught at the Law School, on the details of relevant law (including agency, partnership, corporate and governance-related aspects of securities law); HBS students may but are not required to take this course, which will physically be taught on the law school campus. Finally, both HBS and HLS students will be expected to complete group projects related to corporate governance. Students will be divided into teams consisting of both HBS and HLS students, with the goal of encouraging each group of future professionals to develop an appreciation for the characteristics of the other's background, skills and training. Projects should focus on issues recently faced by boards of a public or private company or of a non-profit. They may also examine changing norms and regulations within the broader corporate governance system in the U.S. or other countries. The faculty will provide assistance in identifying relevant topics, and must approve each group's topic.

The basic learning for the course takes place through preparation for and participation in class discussion. For HLS students, participation and projects will each account for 1/3rd of the final grade, and students will also take an in-class one-hour short-answer exam on the legal material covered at HLS, which will account for the remaining 1/3rd of the grade. For credit purposes 3 credits will be in-class and 1 credit will be a supervised paper. For HBS students, class participation—not just frequency, but also quality and your contribution to moving the discussion forward—will count for 50% of the grade. Written projects will account for the other 50% of the grade. This course is not open to students who have taken, or are taking, the basic Corporations course

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Legal Profession (Coates, Fall 2011)

This course offers a look at the organization, economics, operation, and ideology of the legal profession. We will discuss history, current trends and recent developments in the organization and operation of law firms, legal services offices, government legal offices, and corporate legal departments. We will consider professional autonomy, commercialism, and regulation (by clients, by the courts, and by regulatory agencies). We will contrast US legal practice and regulation with other professions in the US (e.g., medicine, accounting, engineering), as well as with legal practice and regulation in other countries, and the prospect for changes driven by globalization and cross-border trade in legal services. We will consider the effects of increasing demographic diversity on the profession. We will discuss ethical problems most often encountered in legal practice, and the effects of the regulation of legal practice on the organizations and institutions that deliver legal services. We will focus on issues and problems faced by entrepreneurs considering whether to start-up a new legal services organization. Enrollment is limited to sixty students.

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Mergers and Acquisitions (Coates, Spring 2012)

A merger or large acquisition is often the most significant event in the life of a firm and can have dramatic consequences for all of a firm's constituencies--from shareholders, directors, and managers to employees, customers, and communities. Lawyers and the law play critical roles in how mergers and acquisitions are evaluated, structured, and implemented. The course covers contract, corporate and securities law issues relevant to mergers and acquisitions of large public companies, including the Williams Act, proxy rules, state case law, and important forms of private ordering (such as poison pills, lockups and earnouts). It also touches on basics of accounting, tax, and antitrust relevant to a lawyer working on such transactions. The approach is practical rather than theoretical, and the focus is on law, not finance.



Challenges of a General Counsel Seminar (Wilkins, Fall 2012)

This course will explore the three fundamental roles of lawyers—acute technician, wise counselor and lawyer as leader—in a series of problems faced by general counsel of multi-national corporations. The "cases" in this course involve questions beyond "what is legal" and focus on "what is right", using specific illustrations drawn from the contemporary business world—e.g. the BP oil spill, Google's clash with the Chinese government, the Mark Hurd resignation from Hewlett Packard, the News Corp hacking scandal. These cases involve a broad range of considerations: ethics, reputation, risk management, public policy, politics, communications and corporate citizenship. The course will advance for critical analysis the idea of the general counsel as lawyer-statesman who has a central role in setting the direction of the corporation but who must navigate complex internal relationships (with business leaders, the board of directors, peer senior officers, the bureaucracy) and challenging external ones (with stakeholders, governments, NGOs and media in nations and regions across the globe). The course advances a broad view of lawyers' roles and examines the skills, beyond understanding law, required in complex problem-solving by the lawyer-statesman. Students will be expected to write short 2-3 page "response papers" on the readings each week and a 15-20 page paper on a topic related to the seminar. This seminar does not satisfy the Professional Responsibility requirement.

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Legal Profession (Wilkins, Fall 2012)

This course offers a look at the organization, economics, operation, and ideology of the legal profession. We will discuss history, current trends and recent developments in the organization and operation of law firms, legal services offices, government legal offices, and corporate legal departments. We will consider professional autonomy, commercialism, and regulation (by clients, by the courts, and by regulatory agencies). We will contrast US legal practice and regulation with other professions in the US (e.g., medicine, accounting, engineering), as well as with legal practice and regulation in other countries, and the prospect for changes driven by globalization and cross-border trade in legal services. We will consider the effects of increasing demographic diversity on the profession. We will discuss ethical problems most often encountered in legal practice, and the effects of the regulation of legal practice on the organizations and institutions that deliver legal services. We will focus on issues and problems faced by entrepreneurs considering whether to start-up a new legal services organization. Enrollment is limited to sixty students.

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Leadership in Law Firms (Nanda, Spring 2013)

This course aims to help students understand how to lead law firms, as well as other professional service firms (PSFs), and how to be successful as professionals. It is meant to be useful if you plan to work in a professional service organization (including a law firm, a consulting firm, or a financial services firm). Through studying the dynamics of PSFs and the skills that are essential to professional success, the course will help you understand what it takes to be an effective professional and a member of a thriving organization. The course is organized in six modules: professionals and professionalism; competitive strategy, positioning, and alignment; organizational strategy, processes, and governance; motivating, developing, and leveraging professionals; leadership and organizational transformation; and succeeding as professionals. Our primary learning tool will be the business school case study method. The case studies typically take a longitudinal perspective that fol lows professionals and their enterprises over extended periods of time. This affords us the opportunity not only to determine the sources of performance at any given time, but also to identify the capabilities and processes that sustain success over time, and to learn how leaders of law (and other professional service) firms react to change. The cases are situated in the law firm setting, but also in other professional service settings (consulting, financial services, accounting, and medicine). To maximize benefit from the case discussion process, case protagonists or external experts will attend several of the class sessions and engage in the discussion and reflection process. The sessions mostly will be organized as class discussions based on printed cases. Several of the sessions will include minilectures on concepts of relevance to professional service and law firms. The course will also include some exercises to provide students with the skills that will allow them to e valuate firms and chart their own careers within these firms effectively. The class will be limited to 50 participants. Grading will be based on class participation (30%), one written submission (20%), and the final exam (50%).

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Corporations (Coates, Fall 2012)

This course surveys the role of legal controls on business organizations with emphasis on the control of managers in publicly held corporations. Aspects of the law of agency, partnership, and closely held corporations are reviewed to highlight continuities and discontinuities with the publicly held corporation. Topics include basic fiduciary law, shareholder voting, derivative suits, executive compensation, reorganizations, and control transactions. The emphasis throughout is on the functional analysis of legal rules as one set of constraints on corporate factors among others. This course will be taught in conjunction with a course taken by Harvard Business School students taught by HBS Professor Jay Lorsch, and students who take this course will be required to meet two of the three class days per week at HBS, and to work together with HBS professors on joint projects. Students with questions should direct them to Professor Coates.

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Mergers and Acquisitions Law (Coates, Spring 2013)

A merger or large acquisition is often the most significant event in the life of a firm and can have dramatic consequences for all of a firm's constituencies--from shareholders, directors, and managers to employees, customers, and communities. Lawyers and the law play critical roles in how mergers and acquisitions are evaluated, structured, and implemented. The course covers contract, corporate and securities law issues relevant to mergers and acquisitions of large companies, both public and private, including the Williams Act, proxy rules, state case law, and important forms of private ordering (such as poison pills, lockups and earnouts). It also touches on basics of antitrust procedure relevant to a lawyer working on such transactions. The approach is practical rather than theoretical, and the focus is on law, not finance. Students will work in assigned teams of 4 or 5, and grades will be based on team projects, including in-class presentation and a jointly written final paper.

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Negotiation Advanced: Deals (Subramanian, Spring 2013)

This advanced negotiation course examines complex corporate deals. Many of the class sessions will be structured around recent or ongoing deals, selected for the complex issues of law and business that they raise. Student teams will research and analyze these transactions in order to present their most important aspects and lessons to the class. For many of these presentations (as well as some more traditional case studies and exercises), the lawyers, bankers, and/or business principals who participated in the transaction under discussion will attend class, listen to the team’s assessment, provide their perspectives, and suggest broader negotiation insights.

Topics developed throughout the course include: how negotiators create and claim value through the setup, design, and tactical implementation of agreements; complexities that can arise through agency, asymmetric information, moral hazard, and adverse selection; structural, psychological, and interpersonal barriers that can hinder agreement; and the particular challenges inherent in the roles of advisors as negotiators. The course will also explore the differences between deal-making and dispute resolution; single-issue and multiple-issue negotiations; and between two parties and multiple parties.

The class will be composed of an equal number of HLS and HBS students. These differences in professional background, perspective, and experience should be highly complementary, mutually informative, and in line with the skill set required in most significant negotiations. For HBS students, a basic Negotiations course is a prerequisite. For HLS students, the basic course in Corporations and the Negotiation Workshop are prerequisites, or equivalent. Evaluation will be on the basis of class participation and deal presentation. This course will meet at HBS.

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