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So You Want to Teach Law School

2015 ACC Annual Meeting

Frederick J. Krebs

ACC members currently teach about practicing in-house or provide the in-house perspective on substantive issues in over 25 separate law schools around the country. Some schools offer more than one course. Some courses are team taught by two or more individuals. ACC currently has an e-Group comprised of ACC members currently teaching or interested in teaching. If you would like to join please contact me. I can be reached via email at or at 703 447 1026.

In these materials and those prepared by my fellow panelists, you will find samples of items we prepared for our respective classes that show the variety of approaches to teaching a course about in-house practice.

Here is a quick overview:

I. COURSE PROPOSALS: Law schools generally require new courses to be approved by the Dean or a Curriculum Committee. Generally, courses need to be approved at least one year before they are offered. As a practical matter, many law schools are swamped with applications from practicing lawyers wanting to teach part-time, sometimes full time. This has been a challenge in the past but will be much more so going forward as schools reduce enrollments and even buy out existing faculty and staff. A good way to get started is to be a guest speaker at a currently scheduled course, or a lunch or other extracurricular event. Including in your talk some discussion about internships and jobs, especially if your company has potential openings, often helps get attention as well.

The detail and format for course proposals depends upon the school procedures.

Russ Stevenson and I submitted this proposal for a seminar on the in-house practice in 2011. Previously, I co-taught a course with John Villa (Williams & Connolly) on “Counseling the Corporation in Crisis”. Russ and Ifirst taught the in-house practice course in the Spring 2012 semester as an exam course. We revised the format and materials and taught it again in the Fall 2012 semester as a paper course. (We no longer have to obtain any approval from the administration.) We continue to revise the format and class topics based on our experience and interest as well as the evaluations we receive from the students. (See our draft syllabus in the next section.) We make liberal use of guest speakers.

Proposal for a Seminar on In-House Practice

Fred Krebs and Russ Stevenson

The proposed course is a two-hour seminar limited to 20 third year or LLM students, to be offered in the spring semester. The prerequisites for the course are Corporation Law and Securities Regulation. A course in Professional Responsibility is recommended. The course will focus on aspects of the practice of law particular to lawyers serving as in-house counsel in businesses or non-profit organizations, including substantive legal issues and practical considerations relevant to lawyers for whom their employer is their only client. In-house counsel perform tasks that are often different from those performed by outside counsel and have certain advantages over outside counsel as well as well as different professional responsibility concerns. The seminar will be co-taught by Frederick Krebs, who served for over 20 years as the President of the Association of Corporate Counsel, and Russell Stevenson, Jr., who has taught law, been in private practice, and served for twelve years in-house counsel for both public and private business corporations. The grade for the course will be based on class participation and a two-hour final examination.

The following is a draft outline of the material to be covered:

Class 1.Introduction to the role of in-house counsel

  1. Introduction to the in-house practice
  2. The evolution of in-house practice
  3. Demographics
  4. The organization as client

Class 2.Setting the Stage: in-house practice settings

  1. Small departments vs. larger ones
  2. Privatecompanies vs. Public companies
  3. Differing industries
  4. Non-profitorganizations

Class 3.Attorney-client privilege issues for the in-house lawyer

Class 4.Corporate governance and business ethics, the corporate secretarial function

Class 5.Corporate compliance and legal risk management

Class 6.Whistleblowing, “reporting up,” and withdrawal

  1. Sarbanes Oxley and SEC Part 205 rules
  2. Attorney liability

Class 7.Internal investigations

Class 8.Crisis management

Class 9.Retaining and managing outside counsel

Class 10.Discovery in litigation and records management

Class 11.Contract drafting and contract management

Class 12.The role of lawyers in a business organization

  1. The dual role as attorney and business advisor
  2. Managing an in-house legal department

Class 13.Wrap up and review

II. SYLLABUS: The format, structure and focus of the courses vary. Many seek to provide an introduction to the in-house practice,while others focus on governance, ethics and professional responsibility and substantive practice topics such as contracts as well as business and management issues. In short, there is more than one approach to content and format.

Guest speakers may be a useful way to bring a particular expertise to your class. They may range from local in-house practitioners to individuals with subject matter expertise. In some cases you may wish to use technology and have the speaker connect with your class remotely. Additionally, given busy schedules it can be helpful to co-teach to provide flexibility in the event of demands from your day job.

Here is the draft syllabus for our class this fall. It is still a work in progress.

IN-HOUSE COUNSEL: LAW AND PRACTICE

FALL SEMESTER 2015

Professor Russell B. Stevenson, Jr.

Professor Frederick J. Krebs

Syllabus

Class / Date / Topic / Readings
Class 1 / 9/1 / Introduction to the Modern Corporate Counsel / Chs. 1 & 4
Class 2 / 9/8 / Legal, Ethical and Practical Framework for In-House Practice / Courseware
Class 3 / 9/15 / Attorney Client Privilege / Courseware
Class 4 / 9/22 / Internal Investigations, “Whistle Blowing”, “Reporting Up” and Withdrawal / Ch. 10
Class 5 / 9/29 / ACC Video: Ethics, Privilege and Investigations Applied / Courseware
Class 6 / 10/6 / Your Job or Your Honor / Courseware
Class 7 / 10/20 / Contracts and the Contracting Process / Courseware
Class 8 / 10/27 / Compliance and Legal Risk Management / Ch. 7
Class 9 / 11/3 / Working with Outside Counsel—Guest Speaker: Susan Hackett / Ch. 8
Class 10 / 11/10 / Working with Management and the Board—Guest Speaker: Steve Rapp / Ch. 6
Class 11 / 11/17 / Crisis Management—Guest speaker: Edward Ryan / Courseware
Class 12 / 11/24 / Where Were the Lawyers?: Lessons from WalMart, Penn State, General Motors, etc. / Courseware
Class 13 / 12/1 / Wrap Up-What Does it all Mean?—Guest Speakers: Charlie Berardesco, OnaDosunmu, David Rothenstein / Courseware

The class will meet on Tuesday afternoons from 1:20 to 3:20 in ______Room ______. The reading assignments for each class will be either selections from Steinberg & Yeager, Inside Counsel: Practices, Strategies, and Insights, or materials posted on Courseware.

III. ASSIGNMENTS, PAPERS AND EXAMS.

Students will normally be evaluated by how well they do on assignments, papers, final exams or all three. Additionally, attendance may be mandatory and some professors consider class participation as well. Exams may be take home and open book. They may have page limits as well as no collaboration requirements. Some include oral presentations by the students. One semester for our course at Georgetown, Russ Stevenson and I posted in the Georgetown online system excerpts from an ACC Ethics CLE video. Students then had 72 hours to submit their response.

IV. OTHER RESOURCES

Here are some resources that you may find helpful. Additionally, you may be able to arrange for ACC to provide students temporary access to portions of the resources on the ACC website.

A. Inside Counsel: Practices, Strategies and Insights, Marc Steinberg and Stephen Yeager (West Academic, 2015)

This first-of-its-kind book provides a wide-ranging account of in-house practice. It includes chapters on the role of in-house counsel, who is the client, client confidentiality, corporate governance, internal investigations, working with your client and more.

We will use this book for the first time in our Fall 2015 semester class.

B. Corporate Counsel Guidelines, John K. Villa (Thomson Reuters, 1999-2014)

Corporate Counsel Guidelines reviews general principles unique to corporate counsel and applies them to possible real-life situations. A step-by-step chapter format summarizes an entire topic, explains the specific controlling legal principles, and shows how to implement the rules in real-world practice.

A joint project of Thomson Reuters and the Association of Corporate Counsel (ACC), this guide is broadly divided into eight sections:

  • Attorney-client privilege
  • Work-product doctrine
  • Ethical issues
  • Overseeing civil litigation
  • Overseeing corporate criminal investigations and litigation
  • Individual rights and liabilities of corporate counsel
  • Certification and record-keeping obligations under Sarbanes-Oxley
  • Inside counsels' Sarbanes-Oxley primer

The text addresses the latest developments in e-discovery, the latest developments in ethical issues for inside counsel, analysis of revised DOJ federal prosecution guidelines set forth in the United States Attorney's Manual, and revised federal laws and guidelines. Sample agreements, memoranda, and updates are included.

B. Teaching Law by Design for Adjuncts, Sophie Sparrow, Gerald F. Hess, Michael Hunter Schwartz (Carolina Academic Press, August 31, 2010)

Professors Sophie Sparrow, Gerry Hess, and Michael Hunter Schwartz, three leaders in the teaching and learning movement in legal education, have collaborated to offer a new book designed to synthesize the latest research on teaching and learning for adjunct law professors. The book begins with basic principles of teaching and learning theory, provides insights into how law students experience traditional law teaching, and then guides law teachers through the entire process of teaching a course. The topics addressed include: how to plan a course; how to design a syllabus and select a text; how to plan individual class sessions; how to engage and motivate students, even those tough-to-crack second- and third-year students; how to use a wide variety of teaching techniques; how to evaluate student learning, both for the purposes of assigning grades and of improving student learning; and how to be a lifelong learner as a teacher.

V. FINAL OBSERVATIONS

My first teaching experience was a course at Georgetown entitled “Counseling the Corporation in Crisis” developed by John Villa (Williams & Connolly). I had the privilege of co-teaching with John for several years. I learned a great deal from him. John participated in the “So You Want Teach” program at the 2012 Annual Meeting and offered several suggestions for those interested in teaching. Ifound them helpful and include thembelow with my comments and suggestions noted in italics.

1. Team teach--your schedule likely will need some flexibility.

2. Ask the students for suggestions as the class proceeds and either follow them or explain to them why you are not. Do not simply ignore them. Read the student evaluations at the end of the semester and use them to revise and improve your class.

3. People do not learn when they are scared so be supportive when students speak.

4. Know why you have placed every document in the reading list and edit closely. It is easy to stick a number of articles or cases in and overwhelm the students.

5. Try to use current events to stimulate discussion. Encourage students to circulate articles on breaking matters and discuss them.We also use guest speakers who bring their current, real world experience to the class. Depending on the speaker we may open the class to other courses.

6. Use personal stories or anecdotes to spice up the class.We frequently have foreign students or LLM candidates who bring a wealth of experience to the class. Draw it out of them.

7. Try to have a period in the class when students are not taking notes.

8. Require attendance, grade for attendance and tell them that failure to attend will make it impossible for them to get a good grade on the exam.

9. Require certain courses, e.g., I require corporations and strongly recommend professional responsibility.

10. Teaching is a challenge. It will require much more work than you thought to be prepared and to stay ahead of the students. Nevertheless, it is incredibly rewarding. Have fun and enjoy!

Frederick J. Krebs

“So You Want to Teach”

2015 ACC Annual Meeting