Beyond Gilson: The Art of Business Lawyering

34 Pages Posted: 26 Jul 2015

See all articles by Praveen Kosuri

Praveen Kosuri

University of Pennsylvania Carey Law School

Date Written: 2015


Thirty years ago, Ronald Gilson asked the question, “what do business lawyers really do?” Since that time legal scholars have continued to grapple with that question and the implicit question of how business lawyers add value to their clients. This article revisits the question again but with a more expansive perspective on the role of business lawyer and what constitutes value to clients.

Gilson put forth the theory of business lawyers as transaction cost engineers. Years later, Karl Okamoto introduced the concept of deal lawyer as reputational intermediary. Steven Schwarcz attempted to isolate the role of business lawyer from other advisors and concluded the only value lawyers added was as regulatory cost managers. All of these conceptions of business lawyering focused too narrowly on the technical skills employed, and none captured the skill set or essence of the truly great business lawyer. In this article, I put forth a more fully developed conception of business lawyer that highlights skills that differentiate great business lawyers from the merely average. I then discuss whether these skills can be taught in law schools and how a tiered curriculum might be designed to better educate future business lawyers.

Keywords: Transactional business lawyers, characteristics, knowledge, loyalty, creativity, problem solving, legal education, clinical training, James Freund, George Dent Jr., Mark Suchman, Jeff Lipshaw, Therese Maynard

JEL Classification: K20

Suggested Citation

Kosuri, Praveen, Beyond Gilson: The Art of Business Lawyering (2015). Lewis & Clark Law Review, Vol. 19, p. 463, 2015, U of Penn, Inst for Law & Econ Research Paper No. 15-27, Available at SSRN:

Praveen Kosuri (Contact Author)

University of Pennsylvania Carey Law School ( email )

3501 Sansom Street
Philadelphia, PA 19104
United States

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