Ronald J. Gilson (Columbia; Google Scholar) presents Value Creation by Business Lawyers: Legal Skills and Asset Pricing, 94 Yale L.J. 239 (1984), virtually at the Oxford-Virginia Legal Dialogs: Tax Meets Non-Tax Series today hosted by Tsilly Dagan and Ruth Mason:
What do business lawyers really do? Embarrassingly enough, at a time when lawyers are criticized with increasing frequency as nonproductive actors in the economy, there seems to be no coherent answer. That is not, of course, to say that answers have not been offered; there are a number of familiar responses that we have all heard or, what is worse, that we have all offered at one time or another without really thinking very hard about them. The problem is that, for surprisingly similar reasons, none of them is very helpful. Clients have their own, often quite uncharitable, view of what business lawyers do. In an extreme version, business lawyers are perceived as evil sorcerers who use their special skills and professional magic to relieve clients of their possessions. Kurt Vonnegut makes the point in an amusing way. A law student is told by his favorite professor that, to get ahead in the practice of law, "a lawyer should be looking for situations where large amounts of money are about to change hands." Though this advice is hardly different from standard professional suggestions about how to build a practice, the reasons offered for the advice lay bare a quite different view of the business lawyer's function:
In every big transaction [the professor said], there is a magic moment during which a man has surrendered a treasure, and during which the man who is due to receive it has not yet done so. An alert lawyer will make that moment his own, possessing the treasure for a magic microsecond, taking a little of it, passing it on. If the man who is to receive the treasure is unused to wealth, has an inferiority complex and shapeless feelings of guilt, as most people do, the lawyer can often take as much as half the bundle, and still receive the recipient's blubbering thanks.
Michael S. Knoll (Penn) is the commentator