Fordham Law team participates for first time in prestigious transactional moot court-type corporate competition.
For two hours in Chicago this winter, 2L Jared Arcari and 3Ls Blessing Adeyeye and Immanuel Kim did something no other Fordham Law students before them had done. They sat at a boardroom table on the campus of Northwestern’s Pritzker School of Law and negotiated the $2 billion sale of an American software company to a Beijing-based private equity firm.
The negotiations, part of the Transactional LawMeet, a 96-team national competition held at eight law schools across the country, marked the first time Fordham competed in America’s premier moot court experience for transactional practice. Fordham’s team, which competed in the 12-team Chicago regional, was the runner-up in the seller’s counsel category and also placed second in the best draft competition.
“This competition simulates as closely as possible what a boardroom would look like between a buyer and a seller for a $2 billion deal,” says Arcari, president of both the Fordham Business and Law Association and the Entrepreneur Law Society. The team’s participation, Arcari adds, “speaks to Fordham’s ability to adapt quickly and support experiential learning that the School knows is so important to students’ success.”
Alumnus Richard McDermott ’66, a retired partner of Clifford Chance and a leading international M&A attorney, advised the team in the monthslong preparation for the competition. Seeing firsthand how an agreement is negotiated and drafted—namely, how to protect a client’s interests while following the client’s instructions not to “over-lawyer” the final document—will provide the team’s members a “distinct advantage” as they begin their careers, explains McDermott, who has served as an adjunct professor at Fordham Law since 2000.
The Fordham team represented the selling stockholders of a successful fictional software processing company named Volt who were selling all of their shares to a Chinese investment firm. Students were provided a signed preliminary letter of intent and a standard form of acquisition agreement, participated in several simulated client conference calls, and were asked to propose revisions to the agreement to reflect the letter’s contents and the client’s interests. They were also required to provide revisions to a buyer’s counsel markup of the standard form of agreement.
Participating in a competition such as Transactional LawMeet “affords students an opportunity to identify and resolve issues, as they would be asked to do as young lawyers working in a large firm,” Arcari says. For instance, he notes the team researched unfamiliar legal issues involving foreign taxes, patents, and various regulatory approvals across multiple jurisdictions.
“Luckily, Richard knew what direction to point us in when we had a question, so we could return to him with proposed language that we believed dealt with the issue,” Arcari says.
Working with a top-flight M&A veteran such as McDermott also made an impression on Nicolle Heagney, the team’s 1L student adviser and a representative of the Fordham Business and Law Association. Arcari’s willingness to invite a 1L onto the team, Heagney says, exemplifies how Fordham’s Network Effect is often used among more senior students to benefit their younger peers.
“I’ve learned that there are a lot of moving parts, a lot of intricacies that need to be dealt with,” Heagney says when asked what the project taught her. “Attention to detail in the words of the agreement—and potential inconsistencies in the agreement—has a huge impact on the overall deal.”
Insights such as this will pay dividends when Fordham sends its second team to the Transactional LawMeet competition in 2019.
“We are already planning for next year and hope to see more interest from students to participate,” Arcari says.