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Tennessee Law Review

Priya Baskaran

Document Type

Article

Abstract

The story of Theranos and disgraced CEO Elizabeth Holmes highlights numerous missed opportunities for effective intervention by corporate counsel. In particular, the lawyers at Theranos served as weak gate-keepers who were easily steamrolled by a power-drunk entrepreneur. The dominant business law pedagogy contributes to this problem by emphasizing litigation mitigation as the primary function of corporate lawyers. This framing improperly minimizes the role and influence of transactional attorneys to the detriment of all involved. Law Professors can change this narrative through much needed pedagogical innovation. Currently, any innovation in business law courses centers on the incorporation of drafting and other lawyering skills. While a valuable component of preparation for practice, this approach is incomplete. I argue that contextualizing the role of corporate counsel in practice is a core competency for law students. By doing so, we introduce students to the challenges and expectations of transactional practice that are often unaddressed by case law. This Article argues for incorporating the concept of 'learning for transfer" within doctrinal business law pedagogy to train and empower good transactional attorneys.

"First they think you're crazy, then they fight you, then you change the world." - Elizabeth Holmes, Founder & CEO of Theranos

"Investors large and small from around the world are attracted to Silicon Valley by its track record, its talent, and its promise. They are also attracted by the fact that behind innovation and entrepreneurship are rules of law that require honesty, fair play, and transparency. This office, along with our other law enforcement partners in the Bay Area, will vigorously investigate and prosecute those who do not play by the rules that make Silicon Valley work." - Alex G. Tse, Acting United States Attorney Northern District of California

Publication Date

2022

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