Several University of Virginia School of Law alumni are teaching students in a new short course about the role of corporate lawyers in business transactions and how that role evolves throughout the life cycle of a company.
The Role of Counsel in Business Transactions, a one-credit course offered through the John W. Glynn, Jr. Law & Business Program, is taught by Hogan Lovells corporate lawyers Bill Curtin '96, Warren Gorrell '79 and Michael Williams '84.
The three are also bringing fellow alums and Hogan Lovells colleagues to guest-lecture, including Kevin Clayton '98, Carine Stoick '99, John Osborn '83 and Richard Parrino '78. In all, the group spans three decades on grounds at UVA Law.
The course will offer students perspective on what it's like to practice corporate law.
"We hope to give students some of the same training we give our own associates in our in-house program," Williams said.
Students will examine actual contracts and corporate documents, Williams said, and will learn how to look at the long-range implications of various decisions made in the early stages of a company's development.
The course "makes it much easier for our students to hit the ground running when they have their first opportunities to work on transactions themselves, and hopefully will enable them to make better contributions and good first impressions," Gorrell said.
Williams and Clayton covered the first part of the class: a company's early stages, when the focus is on organizing, financing and getting the company to market through strategic agreements.
"We are looking at examples of documents that are important to companies and hope to stir some discussion among the students that will get them thinking about how to approach the issues their clients will have," Clayton said.
Williams focuses on the representation of life science and health care companies as a member of Hogan Lovells' Life Sciences Industry Sector Team. He also works with a variety of technology-oriented businesses outside the life sciences area. Clayton is a Hogan Lovells partner with a focus on corporate matters including in particular those involving private equity and venture capital funds and their portfolio companies.
In the next phase of the course, Gorrell and Parrino covered the choices companies face as they consider whether to become a listed company with public stakeholders. They discussed the client's need for advice and guidance when considering the added responsibilities and disclosure that confront a public company.
To illustrate this stage, the instructors gave students a behind-the-scenes look at the Empire State Real Estate Investment Trust initial public offering and the transaction that took Dell from public to private standing, the largest-ever company to do so.
Gorrell, who has helped teach Professor Tom White's classes on real estate and finance at the Law School for the past 15 years, is CEO emeritus of Hogan Lovells and a partner in the corporate group. At the Law School, Gorrell serves on the Foundation Board, is involved with the school's Alumni Council and gave the orientation address to the Class of 2017 in August. Parrino is a partner who focuses on complex securities, corporate and finance transactions.
The final part of the class, which addressed mergers and acquisitions, joint ventures and other alliances, was taught by Curtin, Stoick and Osborn.
In this portion of the course, students participated in a mock advisory session in which the students and instructors played the parts of two sets of bidders (for a strategic investor and a financial sponsor), investment banker, company counsel, and members of the Board of Directors.
Curtin, who has also served on the Alumni Council, is a Hogan Lovells board member and a partner and global head of the firm's mergers and acquisitions practice. Stoick focuses on mergers and acquisitions. Osborn is a senior advisor with the firm, having joined recently after a career that included serving as an executive and general counsel with Fortune 1000 healthcare companies Cephalon and US Oncology.
He also holds an affiliate faculty appointment at the University of Washington Law School and is an executive-in-residence with Warburg PIncus. Osborn has a long record of supporting the Law School, including establishing an endowed scholarship in memory of the late 4th Circuit U.S. Court of Appeals judge Albert V. Bryan '21.
"My Hogan Lovells partners and I have been looking for an opportunity to offer a course through which we could share with students an appreciation for the corporate law continuum that companies experience in the markets where they do business," Curtin said. "As graduates of the Law School, we've always wanted to do this at Virginia because we have a personal appreciation for the way that the Law School makes learning and teaching such a shared and constructive experience."
Founded in 1819, the University of Virginia School of Law is the second-oldest continuously operating law school in the nation. Consistently ranked among the top law schools, Virginia is a world-renowned training ground for distinguished lawyers and public servants, instilling in them a commitment to leadership, integrity and community service.
