Faculty Spotlights

LAWRENCE LEDERMAN

Distinguished Adjunct Uses Real-Life Experience to Help Students Analyze Corporate Law*

*originally published in In Brief magazine

A few years ago, New York Law School adopted the motto, "Learn Law, Take Action."  The phrase, of course, is intended to reflect the Law School's shared commitment not only to rigorous legal study and analysis--the critique and advancement of law and policy--but also the view that legal practice is inevitably a deeply value-laden endeavor.

This twin commitment has also shaped the long and remarkable career of Lawrence Lederman, who joined the Law School faculty as a distinguished adjunct in January 2005.  Lederman, for many years chairman of Global Corporate Practice at Milbank, Tweed, Hadley & McCloy LLP, became of counsel to his firm in 2005.  He has elected to use the increased flexibility in his schedule to make a contribution to the law school and especially the intellectual life of its students.  At Professor Faith S. Kahn's invitation, Lederman's first project at the school was collaborating with her on designing and teaching a new upper-level course analyzing recent landmark decisions in the area of fiduciary duties.

"Teaching the course together really inspired me," Kahn observed. "Larry's commitment to legal education continually brings me back to the heart of what motivated my choice to teach--what a great opportunity teaching is."

In fact, Lederman--who is a graduate of Brooklyn College and New York University School of Law--has been teaching law for close to 30 years, having taught a variety of high-profile courses at his alma mater. Part of what attracted him to become involved with New York Law School was the potential to make a formative contribution to the school's planning process for a corporate center - as well as his ongoing desire to mentor students and prepare them for the intellectual and professional rigors of corporate transactional practice.  Indeed, Lederman, who originally intended to pursue an academic career in law, has already passed on his enthusiasm for law to the next generation: his daughter Leandra Lederman is the Visiting William W. Oliver Professor of Tax Law at Indiana University-Bloomington.

Kahn explained that she first met Lederman in 1994, shortly after she began teaching, when he volunteered to help her establish materials for a course on corporate transactions. But for Lederman, the excitement of "taking action" as a corporate dealmaker was too compelling to resist. After a year's clerkship with Roger Traynor on California's Supreme Court, Lederman spent several years "apprenticing" as a corporate associate at Cravath, Swaine and Moore before becoming a lead mergers and acquisitions partner at Wachtell, Lipton, Rosen & Katz--the firm he left to go to Milbank in 1991.

Lederman has always taken time out for the usual kinds of professional writing that successful practitioners do. Lederman's views on the intricacy and richness of corporate practice are expressed in his book, Tombstones: A Lawyer's Tales from the Takeover Decades, published by Farrar Straus in 1992. Lederman also coauthored a New York University Law Review article, published in 1987, which urges students to read corporate cases as lessons in how they can spare their clients a litigation "the next time around" (Lawrence Lederman and Jay Levenson, "Dealing with the Limits of Vision: The Planning Process and the Education of Lawyers, 62 New York University Law Review 404). As these writings illuminate, Lederman regards the understanding of character and ethical values as being as much a part of corporate counseling as legal rules and financial arrangements. Of course, that, and the financial stakes, is part of what makes the area so dynamic, appealing, and maddeningly challenging--both to practice and to teach.

"I try to make it real," said Lederman. "The students have to understand that at the same time that they are resolving complex legal questions in a negotiation, they are also sorting through the problems and personalities of real people. The firms themselves, the people who run them, and the people who represent them have personalities. There is no way to avoid the personality part. If you judge that part wrong, you can really be in trouble."

Kahn said that their course together brought all these perspectives to bear in the analysis of the choices made by corporate directors and officers, and their lawyers, in corporate transactions litigated in the Delaware courts. They plan on teaching the course again in the spring 2006 semester.

Although their friendship grew from their shared commitment to law teaching, Kahn points to Lederman's extensive interests beyond corporate law. In addition to being an accomplished nature photographer, Lederman is currently devoting himself to Judith Clark's habeas corpus petition, in the effort to obtain her release from prison after serving over 20 years of a 75-year sentence. Clark, a former radical, was convicted of three counts of second-degree murder in the 1981 armed robbery of a Brinks armored truck.