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Educating Tomorrow's GCs

Publication Date: 
December 01, 2011
California Lawyer
Rene Ciria-Cruz

Lecturer Daniel Cooperman discusses his class, “The Role of the Modern General Counsel” in this month’s California Lawyer magazine. The class plunges students from the law and business schools into real-world crisis scenarios as preparation for practicing corporate law.

Mark A. Belnick began his guest lecture at Stanford Law School with a cautionary tale, recounting events leading to his indictment as general counsel of Tyco International in 2002. To a rapt class of some three dozen upper-level Stanford business and law school students, he described how his attempt to satisfy both his ethical duties as a lawyer and the demands of the CEO ended badly.

In 1999, for instance, Belnick pushed for full disclosure when the Securities and Exchange Commission launched a probe of his company's acquisitions accounting. Later, when the federal Consumer Product Safety Commission approved a recall of faulty Tyco sprinkler parts, Belnick backed it. But his advice didn't sit well with the top brass, and he was kept at the margins of decision-making. At one point, Belnick said, CEO Dennis Kozlowski even asked him whether he worked for Tyco or for the government.


Cooperman taught the Stanford class with Joseph A. Grundfest, the sponsoring law school professor and a former SEC commissioner, and Anastasia Kelly, a partner in the Washington, D.C., office of DLA Piper and former general counsel to AIG, Sears Roebuck, and Fannie Mae. Other guest lecturers last spring included Leslie R. Caldwell, a partner at the New York office of Morgan, Lewis & Bockius and a former federal prosecutor; Mark Chandler, general counsel of Cisco Systems; and Thomas M. McCoy, the retired general counsel at AMD.

Seeing the law and business students work together on projects delighted Cooperman. "Over the course of the term, the students discovered their differing approaches to problem solving and learned to value each other's perspectives," he says. "What could be better preparation for an in-house career?"


In California, some institutions offer dual JD-MBA degrees to prepare attorneys for various corporate practice areas. But those students take separate courses at the business and law schools to get the degree. The significance of the Stanford program, Grundfest says, is that it recognizes that the skills required by a general counsel are substantially different from those required of a litigator or a transactional lawyer.


A legal department's very structure and management, the students were warned, can have unforeseen consequences. In the Enron case, the in-house lawyers were dispersed to separate business units throughout the company, reporting to unit managers rather than to the general counsel. That setup, according to Cooperman, encouraged "going native": ignoring compliance issues for the sake of meeting unit goals.


Even so, it's never too early for aspiring GCs to become familiar with the rigors of the work. Cooperman has streamlined his course for the 2012 winter quarter: Readings will be pared down and prioritized; there will be fewer guest speakers but more interaction with the coteachers, including DLA Piper's Kelly once again and Larry Kramer, the law school dean, in place of Grundfest, who is on sabbatical. Because of "complicated logistics," Cooperman says, the course isn't open to nonstudents, such as practicing attorneys considering a career change. But he hopes to teach the course at other law schools.