The Jack G. Clarke Institute for the Study and Practice of Business Law “The Business Law Institute will provide our students and faculty with unparalleled opportunities to contribute solutions to the complex issues emerging from new domestic regulations and a global economy.� Stewart J. Schwab, Allan R. Tessler Dean and Professor of Law
In 2011, the National Law Journal ranked Cornell Law School #2 in terms of the percentage of graduates joining the country’s 250 largest law firms. That statistic reflects not only a significant interest by students in businessrelated careers, but also a commitment by the Law School to produce lawyers with a well-rounded legal and business education. The Jack G. Clarke Institute
Our H i s tory The Clarke Business Law Institute (BLI) was created with a $5 million lead gift from alumnus Jack G. Clarke, LL.B. ’52, a lawyer and retired Exxon Mobil executive. Other alumni have committed an additional $9 million to the project, and additional fundraising is ongoing. The 2007 gift was the single largest investment in business law in the Law School’s history.
Our Focus The BLI offers a venue for students to learn from nationallyrecognized academics, senior lawyers, regulators, and business leaders, providing a three-dimensional, nuanced view of the business world and the legal issues that affect it. At its core, and reflecting that purpose, the BLI focuses on: n
Hiring faculty, both permanent and visiting, who concentrate on business law areas
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Developing courses and seminars in business law that improve the range, depth, and overall quality of legal training
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Facilitating collaboration on projects related to business and financial law between Law School faculty and other Cornell departments
for the Study and Practice of Business Law affords Cornell Law
School students and faculty tremendous and unparalleled opportunities to contribute solutions to emerging complex legal issues in a global economy.
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Bringing speakers to the Ithaca campus and organizing conferences that use the Law School’s academic platform as a neutral forum for the discussion of topics of pressing interest among judges, regulators, practitioners, and academics
Three - Year J .D./ M . B . A. Pro gra m Beginning in 2010, Cornell Law School and the Johnson Graduate School of Management launched a new, three-year joint J.D./M.B.A. program to supplement the existing four-year program—making it possible for some students who might not otherwise pursue a business education to do so. In the three-year version, students spend a year at the Law School and a summer at the Johnson School, and then take courses at both schools during the next two years. Ten additional courses have recently been cross-listed between the Law School and the Johnson School, with plans for further cross-listing in the future.
Transacti onal L awy e ri ng Co mp e t i t i o n In addition to Cornell Law School’s core business law curriculum, the BLI is introducing students to a different way of thinking about deals and lawyering in an effort to expand their practical skills.
In both 2010 and 2011, the Law School hosted the Transactional Lawyering Competition, essentially a “moot court for deal lawyers,” and the only intramural competition of its kind. Student teams of two lawyers each represented buyers and sellers of a property in the Finger Lakes Region. Students were judged on the basis of their “markup” of a modified sales
contract and their ability to negotiate effectively on behalf of their respective clients. Winners of that competition then represented Cornell at a national competition. The Transactional Lawyering Competition is expected to be an annual event.
Speakers and Co nf e re nce s To facilitate the exchange of ideas, the BLI has brought business leaders, prominent practitioners and former regulators to campus as guest speakers. Recent speakers include: Blaine V. Fogg, President of the Legal Aid Society of New York City and Of Counsel, Skadden, Arps, Slate, Meagher & Flom, “From Riches to Rikers: An M&A Lawyer Becomes a Public Defender”
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S e m i na r s a n d Cla sses During the 2011-2012 academic year, the BLI introduced one core Deals course and six deals seminars, taught by expert practitioners, each focusing on a different specialty: n
Deals: The Economic Structure of Transactions and Contracting, taught by Professor Charles K. Whitehead and Raymond J. Minella ’74, was open to law and business students alike, and introduced students to complex deal structuring. The course provided readings in economic theory, models and mechanics, and described the tools that transactional lawyers use to address the problems presented. The course included deal-related documentation from five actual transactions that student teams dissected using tools they studied in class. The teams presented the deals to their classmates, describing what the deal was intended to do and
how it was structured. The lawyers (and clients) who actually negotiated the deal then explored it during the following class. n
Private Equity: Issues and Documentation in Complex Private Equity Transactions, taught by Steven A. Flyer ’91 of Gotham Private Equity Partners and Eileen T. Nugent and Lou R. Kling of Skadden Arps, Slate, Meagher & Flom.
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Drafting and Analyzing Corporate Agreements, taught by Arnold Jacobs, ‘64, of Proskauer Rose.
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Introduction to Transactional Lawyering, taught by Professor Charles K. Whitehead.
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Capital Markets Transactions: Legal Issues and Documents Used in Capital Raising, taught by James J. Junewicz of Winston & Strawn.
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Cross-Border Trading and Strategic Transactions, taught by Mitsuru C. Chino ’91 of Itochu Corporation, who was also a Distinguished Practitioner in Residence.
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Real Estate Transactions: Structure and Preparation of Commercial Real Estate Transaction Documents, taught by Robert J. Wertheimer and Nathalia A. Bernardo of Paul Hastings.
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Paul Levy, Founding Partner, JLL Partners, “From Law School to Wall Street: Lessons Learned in the Private Equity Business over the Last Two Decades”
Gordon G. Chang ’76, “The Three Most Important Trends in China”
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Joel Greenberg, Lynn Tobey Fisher, Mark Kingsley, Derek Stoldt and Sara Adler, Kaye Scholer, “Anatomy of a Deal Negotiation of a Private Company”
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Neil Radey, A.B ‘76, JD & MBA ‘83 Managing Partner, Credit Suisse,“Bank Bailouts after the Financial Crisis: The Way Forward”
The BLI hosted an inaugural conference entitled “Financial Regulatory Reforms in the Wake of the Dodd-Frank Act” in New York City on October 28, 2011. The conference brought together a diverse group of attorneys, economists, bankers, investment professionals, regulators, and academics to discuss recent financial regulatory reform. Approximately 50 students attended, and papers presented were published in the Cornell Law Review. The BLI will host additional conferences that leverage Cornell Law School’s position as a neutral academic forum to address important business law topics. Many of the conferences will be limited in size to facilitate candid discussion and will take place in Ithaca, New York City, and other venues.
C l a r k e B u s i n e s s L aw I n s t i t u t e L e a d e r s h i p
ROBERT C. HOCKETT, Professor of Law, Cornell Law School
Robert C. Hockett was a Rhodes Scholar at Oxford University, where he received an M.A. in philosophy (mathematical logic concentration) and economics. He received his LL.M. and J.S.D. from Yale Law School and clerked for Hon. Deanell Reece Tacha, Chief Judge of the U.S. Court of Appeals for the Tenth Circuit. He also serves as consultant at the Federal Reserve Bank of New York, previously worked for the International Monetary Fund, and has just been named Fellow to the Century Foundation to lead its financial reform and economic democracy programs. With his broad educational and practical background, Hockett has forged collaborations with faculty from many Cornell and peer university
departments, as well as with state and federal legislators, think tanks, investment banks, and community groups. These include Cornell’s Johnson School and Economics Department, NYU’s Furman Center for Real Estate and Urban Policy, the New York City Bar Association, and even three working groups of the “Occupy” movement. Recent joint projects include white papers with Cornell’s Robert Frank, NYU’s Nouriel Roubini, and Westwood Capital’s Daniel Alpert, as well as new statutes and supporting white papers co-drafted for NY Congressman Brian Higgins and the Banking Law Committee of the New York City Bar.
LYNN STOUT, Distinguished Professor of Corporate and Business Law, Cornell Law School
Lynn Stout joined the faculty in the Spring of 2012, and was appointed to the first endowed faculty chair in the BLI in March 2012. Lynn holds a B.A., summa cum laude as well as a Masters in Public Affairs from Princeton University and a J.D. from Yale Law School. Lynn has previously taught at UCLA, Harvard, NYU, Georgetown, and George Washington law schools. Among other positions, Professor Stout serves on the Board of Trustees for the Eaton Vance mutual funds; the Board of Advisors for the Aspen Institute’s Business & Society Program; and is Executive Advisor to the Brookings Institution Project on Corporate Purpose. Her new book, The Shareholder Value Myth: How Putting Shareholders First Harms Investors, Corporations, and the Public has just been published.
CHARLES K. WHITEHEAD, Professor of Law, Cornell Law School, Adjunct Professor of Management, S.C. Johnson Graduate School of Management
Charles K. Whitehead received a B.A. magna cum laude from Cornell and a J.D. from Columbia Law School, where he was a James Kent Scholar and Harlan Fiske Stone Scholar. Before entering academia, Whitehead clerked for Hon. Ellsworth A. Van Graafeiland, U.S. Court of Appeals (2nd Circuit). He also worked in the United States, Europe, and Asia as outside counsel, general counsel and a managing director of several multinational financial firms. Among his practice areas, Whitehead represented U.S. and non-U.S. public and private firms in securities and other financings, as well as in M&A and other strategic transactions. In
addition, he developed complex and novel derivative and other financial instruments, both in the private and public capital markets. In 2004, Whitehead became a research fellow at Columbia Law School. He then taught at the Boston University School of Law before joining the Cornell faculty in 2009. Whitehead is also a member of the International Swaps and Derivatives Association (ISDA) Credit Derivatives Determinations Committee and a Vice-Chairman of the ABA International Securities and Capital Markets Committee, as well as a board member of a prominent global hedge fund.
M.B.A. from Wharton in 1976, Ray Minella began his career with Merrill Lynch, where he participated in virtually every leveraged transaction in which Merrill Lynch was involved from 1985 through 1991. With total transaction values exceeding $100 billion, he has worked on some of the largest and most complicated transactions, including those for RJR Nabisco, Time Warner, Viacom, BorgWarner, GAF, and the IPO of Liz Claiborne. He then created and chaired Berenson Minella and Company, a Wall Street investment-banking firm. In 2002, he joined Jefferies and Company, a fullservice investment bank and institutional securities firm, where he became vice chairman of investment banking.
RAYMOND J. MINELLA, Executive Director, BLI Adjunct Professor, Cornell Law School
After graduating from Cornell Law in 1974 and receiving his
Additional Cornell Law School faculty engaged in business law teaching, research, and scholarship include: John J. Barcelo
Stephen P. Garvey
William Nelson Cromwell Professor of International and Comparative Law and Elizabeth and Arthur Reich Director, Leo and Arvilla Berger International Legal Studies Program
Professor of Law
Robert A. Green Professor of Law
Valerie Hans
Angela B. Cornell
Professor of Law
Clinical Professor of Law
George A. Hay
Theodore Eisenberg Henry Allen Mark Professor of Law and Adjunct Professor of Statistical Sciences
Cynthia R. Farina William G. McRoberts Research Professor in Administration of the Law
Mitchel Lasser Jack G. Clarke Professor of Law
Oskar Liivak Associate Professor of Law
Myron Taylor Hall, Ithaca, NY 14853-4901
Odette Lineau Assistant Professor of Law
Muna B. Ndulo
Edward Cornell Professor of Law
Professor of Law and Director of the Institute for African Development
Michael Heise
Jeffrey J. Rachlinsky
Professor of Law
Professor of Law
James A. Henderson
Annelise Riles
Frank B. Ingersoll Professor of Law
Jack G. Clarke Professor of Far East Legal Studies
William A. Jacobson
Stewart J. Schwab
Associate Clinical Professor of Law
The Allan R. Tessler Dean and Professor of Law
“The Business Law Institute capitalizes on Cornell’s unique strengths, including its many faculty in other departments with economic and related expertise. By institutionalizing and furthering those collaborations, the BLI affords Cornell students tremendous opportunities that simply are not available on such a scale elsewhere.” Robert Hockett, Professor of Law, Cornell Law School
The Jack G. Clarke Institute for the Study and Practice of Business Law
For information on how to apply to Cornell Law School’s J.D., graduate law programs (LL.M./J.S.D.), or combined J.D./M.B.A. programs, visit www.lawschool.cornell.edu/admissions or email lawadmit@lawschool.cornell.edu