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Professor of Legal Practice Cecily Banks serves as Director of RWU Law's Corporate Counsel Clinical Externship Program.

A member of the RWU faculty since 2003, Professor Banks teaches classes in legal practice, contract drafting and business skills. Her students learn how to understand a...



Professor Cecily Banks's Post

Open Door Speaker Series: The Transactional Side of Things

Posted by Cecily Banks on 03/16/2015 at 12:00 AM

Transactional LawIt doesn’t take long for my contract drafting students to realize that drafting is not the mechanical, backroom exercise of a wordsmith.  The students quickly start to see each business transaction as its own human interest story of parties forging a positive, fruitful contractual platform to boost and cushion their deal as the real world plays out.  In the first class, students learn how to elicit the client’s chief goals and concerns so that the contract actually addresses them.  They learn what a lawyer needs to know and think about before ever putting pen to paper, and before conceptualizing the contract language that will ensure the desirable flow of opportunities and legal remedies over the life of the deal.  This is the moment when the students feel, in the words of our renowned course text author Tina Stark, “how and why lawyers do what they do.”

Open Door Speaker Series

Imagine, then, the magic when outside transactional lawyers come into the law school to talk about how and why they do what they do every day. The Open Door Speaker Series: The Transactional Side of Things is designed to bring this outside perspective into the law school on a regular basis.  The Series aims to expose students to the realities that will shape their use of legal doctrine and skills in their day-to-day transactional work for clients.   Lawyers from a variety of practice settings will depict the practical, pragmatic demands of everyday client needs and problems; the larger contexts and drivers of today’s increasingly complex transactions; the dynamic role of technology; and how lawyers think through workable, contractual solutions.  Above all, they will answer our students’ questions. 

We launched the Series in February with a panel of in-house counsel (all RWU Law alums) from Alex and Ani, FGX International, and Moran Shipping Agencies.  On the topic of “Real-World Contract Drafting,” the panel addressed the students’ questions: “What is a perfect contract for a client? How do you learn what’s most important in each transaction?  Which provisions and risks do you focus on in a licensing deal, or an acquisitions deal, and why?  When and how do you draft a contract from scratch? How do you comment on a poorly drafted contract?”  2L Mike Muehe commented that the panel “enhanced the learning experience beyond textbooks and lectures.”

Now off to a great start, this Open Door collaboration will continue. On Thursday, March 19, a panel of CVS Health in-house counsel and business leaders will reveal the inside scoop on “360° of a Large Corporate Deal.” On Thursday, April 16, GTECH’s Deputy General Counsel will share a glimpse into the wild ride of “A Day in the Life of an International Business Lawyer.”   Each talk is followed by a Q&A session and reception to maximize the students’ chances to interact with mentoring lawyers, “an extremely valuable” part of the Series, remarked 2L Kristin Kelliher.

As a contract drafting professor, my thanks go to the students and lawyers so willing to collaborate – beyond the classroom and the “contractese” – to understand workable solutions for today’s transactional clients.