By John Masson
When Alexandra Wilde, '12, first pulled up her chair in Erik Gordon's Entrepreneurial Exits class last year, she was already certain she wanted to be a deal lawyer.
But one of the things she couldn't know was how much her experience in that class would help prepare her to understand the deal process, including complicated provisions in transactional agreements, as she started her first job out of law school at Jones Day in Dallas.
"There were things you couldn't really get a good grasp on in some of the larger classes," Wilde said. "But Prof. Gordon's class was really great—we had actually gone over agreements and term sheets."
Prof. Gordon, director of Michigan Law's Zell Entrepreneurship and Law (ZEAL) Program, said the program's practical focus helps supplement the more theoretical aspects of a first-rate Michigan Law education.
"This is a hands-on course," Prof. Gordon said. "We look at documents, we tear them apart, we negotiate their provisions. You are sitting at the negotiating table, trying to get a deal done."
Wilde agreed, and added that such practical experience in a class with just 15 students continues to give her a valuable advantage as she prepares to transition into the transactional practice of law at an international law firm.
"I think classes like Prof. Gordon's are extremely valuable," Wilde said. "Theory and research, that's all very significant, but when you take classes like Entrepreneurial Exits, they teach a practical knowledge base, which I think is particularly valuable for transactional folks, as well."
Prof. Gordon said he designed Entrepreneurial Exits to teach students about all the points of view they're liable to encounter in such deals—whether they're representing sellers, private equity firms, strategic buyers, or investment bankers, or even if they are the business professionals doing the deal. The course highlights the ZEAL Program's emphasis on producing practice-ready lawyers who are imbued with an entrepreneurial spirit and understanding of how risk-taking business people think and operate.
Real-life details, often culled from Prof. Gordon's own experience, are an important part of the course. The importance of being sensitive to the feelings of company founders faced with selling their businesses is one example. Whether they're ceding control through an IPO, or selling to a strategic buyer or somebody else, the founders of a successful business usually have a significant emotional investment in their companies.
"I've sold three companies, and even with the third one, it's still a little like selling your own child," Prof. Gordon said. "You've fed that child, sacrificed for that child, put the Band-Aids on the boo-boos when the child stumbled. And now you're sending that child out into the world."
As a result of Prof. Gordon's class, Wilde appreciates those issues, too.
"When you work on a more entrepreneurial deal, your client may not have gone through this experience frequently," Wilde said. "Even though it's a transaction, there may be a fair amount of emotional attachment to the business deal."