National Transactional LawMeet

USC Gould Team Headed to Finals in National Transactional Competition

By Maria Iacobo

A team of three USC Gould students is on its way to the final round of competition for the National Transactional LawMeet, a mock negotiation experience for students interested in pursuing a career in transactional law. The students were one of two teams to win the Western Regional round held recently at UCLA Law School; 78 law school teams competed across the country for 12 spots at the finals.

The competition’s goal is to provide students with a meaningful and engaging simulation of transactional practice. The annual competition has been gaining in popularity with law schools; this is the first year USC Gould has participated. This year’s LawMeet involved the negotiation of the sale of a pharmaceutical company, with the USC Gould team representing the seller.  The team members were Jennifer Cohen, Nicole Creamer and Darren Guttenberg; Clinical Law Professor Michael Chasalow is the team’s advisor.

The 2013 USC Gould team with Prof. Michael Chasalow

Guttenberg says the meet was a good opportunity to work on the skills he would eventually use in practice while receiving feedback from lawyers already practicing.

“It was a very professional atmosphere and everyone was there to play the part as best as they could,” says Guttenberg.  “It was much more an intellectual exercise about trying to come to reasonable terms and get a deal done.”

Cohen says that while there are a lot of events for students to get an idea of what litigation is like they aren’t many for transactional experiences. She says she relished the opportunity to draft an agreement and negotiate a deal to “get an idea of what transactional law is like in practice.

“At first it was nerve-wracking, but once we went through the first round and got an idea of what it was like, and how great the feedback was from the practicing attorneys who were our judges, [we] recognized it was very valuable, so there wasn’t really reason to be nervous,” says Cohen. “I kind of got in the groove of things and, by the end, was more comfortable in the negotiating room.”

There are three phases to the competition. Students, working in teams, prepare a proposed draft amendment to a 58 page Stock Purchase Agreement; each team prepares mark-ups to the drafts prepared by three opposing teams for the regional competitions; finally, opposing teams negotiate the contours of the deal. Each team represents one of the two parties (either the Buyer or the Seller) in the transaction.  

Creamer says she was grateful for the guidance Chasalow provided as they prepared, and she employed some of his advice during the meet.

“I would get annoyed sometimes with the writing of our competitors, and I wasn’t sure how to address that in the competition,” says Creamer.  “You can’t say ‘that was ridiculous. Why did you draft that that way?’ One great piece of advice he gave me was to remind me that this exercise is, ‘not just for the competition purposes, but negotiating practice in general. You don’t necessarily want to come at the other person in a combative way. You want to say, ‘How can we get this deal done. We all want a strong agreement. We think this is a little weak, and we want to make it better.’”

With Guttenberg’s wife due to deliver the couple’s first child close to the time of the March final rounds, Dilveer Vahali ’13 is joining Cohen and Creamer for the trip to Philadelphia.  Dilveer says he’s playing “catch-up” right now, to learn about the agreement, draft amendments and mark-ups already in place.

“We’ll be having mock negotiations among ourselves so that they can show me how they performed at the regionals and the types of questions that were asked so I’m up to speed for the finals,” Vahali says.

Valhali, who is earning his M.B.A. degree as well as his J.D., says his summer associate positions confirmed that transactional law is the route he wants to take.

“It might sound cliché, but I think transactional lawyers get to build things together,” Valhali says. “Litigation at big firms can get very adversarial at times. I like transactions because they are generally more collaborative and about building bigger things than breaking them down.”

Chasalow says he didn’t know what to expect, but found the quality of the event and the experience it afforded “incredibly worthwhile” for the students.

“The truth is they did a substantial portion of the work themselves, and they did a phenomenal job,” Chasalow said. “Not that that surprised me at all!”

The final round for the National Meet will be held at the Earle Mack School of Law at Drexel University in Philadelphia March 28 and 29.