Andrew Kaufman '74

Vanderbilt students are learning transactional law from a senior transactions partner

Andrew Kaufman

Students in Andrew Kaufman's courses not only learn the legal intricacies of corporate and commercial transactions, but also experience what it's like to work for a demanding, experienced partner at a top U.S. firm. In addition to serving as a professor of the practice of law at Vanderbilt, Professor Kaufman is a senior transaction partner with Kirkland & Ellis in Chicago, where he founded and formerly headed the firm's debt financing group.

As head of a major practice area, Kaufman found that he particularly enjoyed teaching and mentoring young lawyers who joined his group. Kaufman's teaching at Vanderbilt started 10 years ago when he delivered a guest lecture in a commercial law class, after which then-Dean Kent Syverud asked him to join the law school's adjunct faculty as a short-course instructor. Kaufman ultimately developed three intensive short courses dealing with the legal and practical issues presented by various types of complex business transactions.

In 2007, as Kaufman was beginning to scale down his practice at Kirkland & Ellis, then- Dean Ed Rubin and Academic Affairs Dean Chris Guthrie asked him to consider adding the law school's semester-long Secured Transactions course to his teaching load. Kaufman eagerly accepted, even though teaching the course required that he spend four months commuting weekly between Nashville and Chicago. Kaufman's teaching garnered rave reviews from his students; and in 2009, he was offered a part-time appointment to the faculty as Professor of the Practice of Law. "I've always enjoyed teaching," Kaufman said, "and when I was offered the opportunity to join the Law and Business faculty, I jumped on it."

In addition to Secured Transactions, Kaufman teaches a new, limited-enrollment course, Current Issues in Transactional Practice, aimed at students planning to enter transactional practice. "Every year at Kirkland & Ellis, we spent a tremendous amount of time struggling with the fact that we had very bright graduates from top law schools who knew a lot of substantive law, but had no idea what business and transactional lawyers do, why they do it or how to do it," Kaufman said. "I developed a keen pedagogical interest in finding better approaches to teaching young lawyers to be better business and transactional lawyers."

Students in Kaufman's seminar deal with hypothetical transactions he creates based on actual mergers, acquisitions and financings. Kaufman trains his students to approach each transaction from a risk management perspective. "We explore what we as lawyers can do in the transactional process to make it more likely that our clients can achieve their business goals for various transactions," Kaufman said. "Students learn about the business and commercial aspects of the transactions, but I also want them to understand the risks each transaction and the transactional process itself create for the client and what we as lawyers can do to mitigate those risks."

The course concludes with a final project in which students analyze a transaction involving an acquisition agreement. "Their final exam is to mark up the agreement from the perspective of the client they're representing," Kaufman said. "While their proposed changes to the draft agreement are important, I am much more interested in their explanations for why the changes are being made."

With more than 37 years of experience representing clients in commercial and business transactions, Kaufman also brings to his classroom an understanding of what has motivated many of the recent developments in commercial and corporate law. "The basic principles of commercial law haven't fundamentally changed during the time I've been in practice, but transactions have become more sophisticated and complex, and things move at a much faster pace," he said. "Much of the evolution in the applicable law has resulted from the need to adapt to an increasingly service- and information-based economy from the traditional manufacturing-based economy for which our commercial law principles had been established."

"Andy brings to the Law and Business Program all of the characteristics of an outstanding Vanderbilt Law graduate who has had a successful career as a deal lawyer," said Randall Thomas, who heads the Law and Business Program. "He has an amazing body of experience and knowledge and is very effective at conveying it. We could not have asked for a better transactional expert to join our faculty."

In addition to his teaching, Kaufman has joined Thomas as a faculty advisor to the student Law and Business Society, which sponsors lectures and co-curricular programs for students interested in a business practice. He also works with Thomas to organize the Law and Business Program's annual international conference for professors and practitioners.

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