By Sheila Pursglove
A good transactional lawyer maintains clear sight of both the trees and the forest — the comma placement that avoids an ambiguity and the business purpose that drives the deal.
That’s the word from Michael Bloom, a clinical assistant professor at the University of Michigan Law School where he teaches contracts, business, and transactional law.
This fall, Bloom will spearhead the new U-M Transactional Lab — “a special opportunity for students to develop the knowledge and skills to be super-star junior transactional associates or in-house counsel once they graduate,” he says.
Bloom brings a wealth of expertise to his position, having practiced corporate and transactional law at Sidley Austin LLP in Chicago and lectured at the University of Chicago Law School, where in 2009 he co-founded the Corporate Lab Transactional Clinic and served as its executive director.
Students selected for the four-credit course will meet once a week for a two-hour class period; and outside of class, will work, under Bloom’s direct supervision, with sophisticated in-house counsel at top-notch companies to draft and analyze complex agreements. There will be opportunities for students to consult with subject-matter experts at law firms and to hear from practitioners who will join the classes from time to time. About a dozen students are expected to enroll this fall, with the program potentially expanding to about 20 by winter semester 2014.
“I believe most law firms would love for incoming associates to know what a real-life contract looks like and to be able to make some sense of it,” Bloom says. “Students who go through the Transactional Lab will blow the socks off of their future colleagues — they’ll be able to draft and understand complex agreements, understand the issues that matter to sophisticated corporate clients, and — maybe most importantly — they’ll have had experience in cultivating and enhancing client relationships for the Transactional Lab and for themselves, relationships that hopefully will stay with them after they graduate.”
According to Bloom, law students generally want to spot every issue and demonstrate how much they know and can write — but this is not always the most “useful” work product.
“It can be a challenge to get students to appreciate their audience — to start to think in terms of producing work to serve another person’s purpose,” he says. “A 30-page memo might be beautifully reasoned and written, but it’s simply bad work, if your client wants a two-page bulleted list. Not only is the memo not useful, but now your client is thinking about the bill you racked up in producing it. Perhaps your billing partner will have to write off some of that time, and now that person isn’t thrilled with you.”
Helping students to understand the context in which they’ll be working, and the pragmatic factors they should have some awareness of, and sensitivity to, will prepare them to be more effective when they step into a law firm, Bloom explains.
“In large part, I think being both a junior associate and a good writer requires getting out of one’s own head to discern the expectations and desires of one’s audience — whether that’s your law professor, partner, client, or a future judge or arbitrator.”
One of Bloom’s primary teaching and research objectives is to develop innovative materials and methods for introducing practical elements.
“In my Transactional Contracts class, we use actual contracts—warts and all—that were actually entered into by sophisticated parties and actually negotiated and drafted by big law firms,” he says.
This class also uses “Contracts and Commercial Transactions,” one of two textbooks Bloom co-wrote with David Zarfes, associate dean and professor at Chicago Law and a co-founder and co-director of the Corporate Lab there; the pair also co-wrote “Contracts: A Transactional Approach.”
In the Transactional Contracts class, students analyze contracts from the perspective of both sides of the deal and develop the ability to explain contract issues to Bloom as their “client.”
They learn to understand and appreciate the business issues that underlie a contract, and they learn the basic provisions and concepts commonly found in contracts and how lawyers negotiate and use those tools to accomplish their clients’ purposes.
Also as part of this class, practitioners join in via videoconference to discuss some of the contract issues from the perspective of their experience and practice.
Bloom purposefully brings in practicing lawyers with all levels of experience — from a junior associate discussing analyzing contracts for due diligence on an acquisition deal to a senior partner discussing the finer points of negotiating limitations of liability in a complex services transaction.
“I think it’s important students begin to understand the role and tasks of junior transactional associates from those actually performing those tasks now, as well as the ‘partner-level’ issues from those who deal with those day in and day out,” he says. “I’ve found — and students have reported — that these videoconferences help reinforce and drive home the lessons taught in class readings and discussion and help to provide additional detail and nuance specific to the presenter’s practice.”
A graduate of Yale Law School, Bloom finds it fascinating that people can sit down together and put words on a piece of paper and those words can matter.
“They can create, by the force of our agreement, legally enforceable rights,” he says. “They can create reference points for our future conversations and negotiations.
And they might motivate me — or you — to behave a certain way in the future. That might be because I don’t want to be sued, or maybe it’s because I don’t want to be someone who breaks his promises, or maybe it’s because I don’t want to be someone who is known for breaking his promises.”
Written contracts can be useful for guiding future behavior for any or all of those reasons, and others still, he notes. “But the point is that this is one instance where words can matter, and when we sit down to draft and negotiate, we have to think about all the ways we might want our words to matter.”
A native of West Bloomfield, Bloom now makes Ann Arbor his home, close to his family that lives in or around Ann Arbor and Metro Detroit.
“I went to Michigan for college, and I’ve grown fonder for Ann Arbor with each visit after graduation — I’m thrilled to be back,” he says.
While work takes up much of his time — “I probably work too much, but I’m really excited about what I’m doing” — Bloom enjoys walking around cities, visiting new restaurants, trying interesting craft beers, going to farmers’ markets, playing tennis, and watching HBO, particularly on Sunday nights.
“I’m very excited about this current season of ‘Game of Thrones.’ I also have three cats, which, contrary to popular belief, is not weird at all.”
Clinical approach: Professor to spearhead new Transactional Lab
By Sheila Pursglove