A Firm's-Eye View of Transactional Law

Former Milbank Tweed Chairman Mel M. Immergut '71 Returns to the Law School to Teach a Course on Deal-Making That Will Allow Students to Negotiate the Hypothetical Merger of Two Law Firms
New York, September 5, 2013—In nearly two decades as chairman of Milbank, Tweed, Hadley & McCloy, Mel M. Immergut ’71 noticed something puzzling about many of the summer associates and young lawyers who worked at the firm: Their understanding of the law was top-notch, but their familiarity with the day-to-day business of the entity they were joining was almost non-existent.
In a changing legal landscape, knowledge of law firm finances and structure is even more crucial for new attorneys, and that’s exactly what Immergut hopes to provide in a new course he’s teaching at Columbia Law School this fall. In line with the Law School’s tradition of innovative courses that bridge the gap between theory and practice, The Law Firm of 2013 combines the best of both worlds. Students will learn about transactional law by negotiating the hypothetical merger of two major law firms, an ideal setup for those interested in starting their careers in private practice.
“I thought it would be interesting and worthwhile from the students’ perspective as well as from the perspective of the organizations they’d be joining to come up with a course that would leave the students with infinitely greater knowledge of the inner workings of a law firm,” said Immergut, who has previously taught classes on professionalism at the Law School and now works in venture capital and private equity in addition to his work for non-profits.
Similar to the Law School’s Deals Course—part of the Charles Evans Gerber Transactional Studies Center—Immergut’s course will allow students to participate in negotiations based on an actual transaction. In this case, the class will center on the merger of two major law firms—a large U.K.-based firm and a smaller, more profitable New York-based firm. Students will divide into two teams, with each team negotiating the merger on behalf of one of the firms, including by drafting merger agreements, firm strategy statements, financing documents, purchase agreements, fee and outsourcing arrangements, and various other documents. Immergut has secured firm documents—with identifying information removed—for the students to work with.
“I wanted the students to be actively involved in simulating running a business,” Immergut said. “When two firms merge, there are questions of finances, real estate, risk management—basically almost everything that a managing partner at a law firm deals with on a daily and on a longer term basis comes up in negotiating a merger agreement.”
For the Law School, the course answers employers’ call for students to have a better grasp of firm life while offering substantive, hands-on experience in the world of high-stakes transactions.
“We were very interested in coming up with a model that combined the opportunity for students to develop some deep contextual knowledge of practice while at the same time teaching the kinds of skills that need to be and can only be taught in the academy,” said Vice Dean Avery W. Katz, the Milton Handler Professor of Law and co-chair of the Law School’s committee on adjunct instructors.
Immergut has lined up experts from Fortune 500 companies and major firms to share their own experiences with the class. William P. Lauder, chairman of Estée Lauder Companies, is scheduled to speak about leadership; Dan DiPietro, chairman of the law firm group at Citi Private Bank, and Jonathan L. Mechanic, chairman of the real estate department at Fried, Frank, Harris, Shriver & Jacobson, have agreed to speak about firm finances and real estate, respectively.
Immergut’s course is not the only one designed to prepare students for firm life. Another course, Law Firm Financial Management, will offer students a comprehensive understanding of the business side of the legal industry. Taught by Silvia Hodges, the director of research services for TyMetrix Legal Analytics, which advises clients seeking to improve the efficiency or profitability of their legal department or firm, and Madhav Srinivasan, who leads financial planning and analysis, business intelligence, and pricing analytics at Paul, Weiss, Rifkind, Wharton & Garrison, the course will use illustrative case studies to highlight firm management, operations, and strategy. Leading industry experts will speak to students about their own experiences in the market, helping provide a structure for understanding and analyzing law firms that will benefit those looking to work for firms of any size.
Students can choose from a vast array of other new courses, and, as always, have plenty of opportunities to learn outside the classroom, with a dozen externships and a variety of clinics to choose from. See a complete list of other new offerings and the entire set of innovative courses at the Law School.