HOW TO START A CORPORATE LAWYERING COURSE AT YOUR LAW SCHOOL

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HOW TO START A CORPORATELAWYERING COURSE ATYOUR
LAW SCHOOL

• PROFESSOR CHRISTIAN C. DAY
• SYRACUSE UNIVERSITY COLLEGE OF LAW
• DIRECTOR, THE CENTER FOR LAW BUSINESS
  ENTERPRISE
• PRODUCED BY LISA MACDONALD, APPLIED LEARNING
  CENTER COORDINATOR

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HOW TO START A CORPORATELAWYERING COURSE ATYOUR
LAW SCHOOL
This years class
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HOW TO SELECT A LAW SCHOOL PARTNER

• WHAT THE ADJUNCT BRINGS
• FORMS
• EXPERIENCE
• ACCESS TO OUTSIDE EXPERTS
• GRAVITAS

Jack Rudnick, Esquire General Counsel, Welch Allyn
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WHAT THE FACULTY MEMBER BRINGS

• COURSE AND MATERIAL PREP EXPERIENCE
• GRADING EXPERIENCE
• SUBSTANTIVE LAW
• ACCESS TO LIBRARY
• ACCESS TO FACULTY EXPERTS
• IN-SCHOOL PROMOTION

Field trip to Oneida Ltd. factory.
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COVERAGE

• GENERAL COUNSEL IS A SIMULATION.
• WE ARE THE LEGAL STAFF
• OF WALO.
• WE SOLVE WALOS PROBLEMS.

Mr. Paul McVaghn, Corporate Human Resources
Director at Welch Allyn, Inc., briefs this
semesters crop of General Counsel students on
H.R. matters during a plant tour this fall.
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OUR GOALS

• FAMILIARIZE STUDENTS WITH THE PRACTICE OF LAW
  FROM THE PERSPECTIVE OF HOUSE COUNSEL.
• PROVIDE STUDENTS WITH REAL LIFE PRACTICAL
  EXERCISES IN THE PRACTICE OF CORPORATE LAW.

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OUR GOALS

• EXPOSE STUDENTS TO VARIOUS BODIES OF LAW THAT
  AFFECT CORPORATIONS.
• FAMILIARIZE STUDENTS WITH THE DECISION-MAKING
  PROCESS CUSTOMARILY EMPLOYED BY HOUSE COUNSEL IN
  RESOLVING AND ADVISING ON LEGAL ISSUES.

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COURSE STATS

• TEAM TAUGHT.
• 16-22 STUDENTS.
• 10 ASSIGNMENTS.
• 10 BOMBS.
• IN CLASS BOMBS.
• 120-200 PAGES OF PROFESSIONAL WRITING PER STUDENT
  (LETTERS, MEMOS, EXECUTIVE SUMMARY FOR BOARD
  PRESENTATION, CONTRACTS, ETC.)

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COURSE STATS

• EXTENSIVE USE OF GUEST SPEAKERS AND PANELISTS.
• 400 PAGE CORPORATE COUNSEL MANUAL DISKETTES.
• 550 PAGE READER (ALSO AVAILABLE ONLINE FOR
  STUDENTS).
• SAMPLE SOLUTIONS TO ASSIST OUR GRADING.

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WE COVER

• AGREEMENTS
• Generally, business exists on agreements,
  whether they are written or oral. Students
  should gain some familiarity with the great
  variety of agreements that might come across an
  in-house counsels desk. Having some elementary
  ability to draft or find appropriate agreements
  or clauses is the purpose of this section.

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WE COVER

• INTELLECTUAL PROPERTY
• While this is not a course on patents and
  trademarks, every company has intellectual
  property. It may be its own name, or some trade
  secret that it wants to keep secure. Even if a
  company does not make an issue out of its own
  intellectual property it can get into trouble by
  treading on a competitors property that is being
  protected. General Counsel should be prepared
  for these issues.

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WE COVER

• LITIGATION
• As much of the General Counsels work is to
  avoid litigation, the L word is too common in
  America to ignore. General Counsel usually have
  the authority to oversee such litigation, whether
  it be in pursuit of the clients rights or in
  defense of the client. Litigation can run the
  gamut from patent litigation to defense of
  unemployment and discrimination cases. But
  certain principles remain the same in all cases.
  Students will become familiar with management
  support, preventive law measures, and settlement
  negotiations and agreements.

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Memorandum DATE November 10, 1999 TO
Associate Counsel FROM Samara Jenkins RE
Jenny Lynn signing bonus and relocation
expenses CC Donna Shalala, Jack Rudnick
Chris Day While you were attending the CLE
conference in New York on leveraged buyouts,
Donna called. I took the message and Jack and
Chris say you should handle this. Donna related
the following to me over the phone. This
summer, Jenny Lynn was recruited for WALO by
Headhunters, Inc. Lynn was given a signing
bonus of 10,000 and moved to Syracuse. In late
October, after thirty days, Lynn resigned and
moved back to Dallas. Lynn claimed she was
unhappy because of the cloudy weather and further
stated her husband had decided against moving.

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We have not paid the movers for her furniture,
which was in transit when she decided against
living in Central New York. Her moving and
storage bill is approximately 6,000 and it will
cost another 5,000 to redeliver her goods to
Dallas. Beacon/United Warehouse, the mover, has
a good relationship with WALO and has not yet
pressed the bill for the moving costs. (We
agreed to pay Lynns moving expenses to Otisco.)
Donna told Fred Bremen, Beacons Syracuse
representative, that we hoped to resolve the
matter with Lynn by early December. WALO wants
to recoup its signing bonus and the moving
expenses it would have paid to relocate Lynn.
Please research the law. Prepare a three to five
page memo that addresses both the law and the
practical issues of whether WALO can recoup the
signing bonus and the moving expenses. We need
to know your advice by December 7. Jack and
Chris thank you for your efforts. DUE
TUESDAY, DECEMBER 7. 40 POINTS.
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BOMB 6 You receive a call from your
Facilities Manager, who is also responsible for
the companys security, that two female employees
have been receiving what they consider to be
harassing phone calls and it is believed that the
originator of these calls is a fellow employee
who works in another department on another shift.
The phone calls are of a somewhat sexual nature,
but details of what is said or is being done over
the telephone are not available. The reason your
Facilities Manager is bringing this to your
attention is that Human Resources along with the
supervisor would like to install a wiretap on the
telephone to listen in on these harassing
conversations and to positively identify the
perpetrator.
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BOMB 6 The Facilities Manager has never
installed a wiretap before and wondered what
rights an employer has to tap employee telephones
at work, either with, or without their consent or
knowledge. This is a question of first
impression at WALO and there are no specific
policies on telephone use or listening in other
than the general feeling that telephone for
personal reasons should be restricted during
company time. Write a one-page memorandum
regarding the law on this subject as well as a
course of action that the Facilities Manager
might follow if wiretapping is not advised or
allowed. BOMB 6 DUE ON DECEMBER 6, 1999
20 points
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FOR MORE INFORMATION...
For more information, see "The General Counsel
Applied Learning Course" in the ACCA
materials. Please feel free to contact me at
[phone] or ccday_at_law.syr.edu. The End