JURIST - Lawless: Takeovers that Overtake the Traditional Classroom: Web-based Simulations as a Law School Learning Environment

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In this monthly column, law professors comment on the many academic opportunities and challenges presented by Web technology.

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Takeovers that Overtake the Traditional Classroom:
Web-based Simulations as a Law School Learning Environment

Robert M. Lawless, University of Missouri-Columbia School of Law

In recent years, consumers of American legal education have besieged the academy with pleas to make the law-school experience more relevant to the the postgraduation world. Both alumni and employers have complained that law schools produce graduates adept at reading and manipulating case law but ill-prepared to thrive in a brutally competitive marketplace for legal services. For most law schools, however, the costs of skills-based training prohibit a curricular rehaul to meet these demands at more than a token level. Increasingly, legal educators are turning to the simulation as a device that can teach legal practice skills without the expenses that generally accompany intensive skills-based training. A recent issue of the Journal of Legal Education, which is published by the Association of American Law Schools, even featured a symposium discussing innovative uses of the simulation. Given the demands placed upon us, law school instructors and administrators should be examining whether simulations deserve a place in the courses under their control.

My purpose here is to offer a few thoughts about how the web can serve as a virtual environment for law-school simulations. For the past several years, my advanced course in Mergers & Acquisitions has been taught through a semester-long simulation. As part of an informal faculty exchange with our business school, I had opened this course to both law and MBA students. Initially, the class was a frustrating experience as I struggled to find a middle ground between the knowledge and interests of both sets of students. A simulation forces the students to work together as teams and also teaches them a valuable lesson about the importance of business strategy and legal planning to fit together closely. Now, I have the professionally satisfying experience of overhearing one student use his or her own set of skills to explain to a classmate a complex legal or business concept.

As currently structured, the M&A simulation posits a fictional target company--the restaurant firm of Bumblebee's. Stalking Bumblebee's are a large agricultural firm, MO-Agra, and an LBO firm, Smithers Burns. Also, Bumblebee's management is considering taking the firm private in a leveraged buyout. Students divide into three teams, representing one of the companies. The setting is in the United States, using relevant Delaware corporate law and federal securities law. My role is to be a simulation referee with deity-like powers over time and space--the grease for the wheels--and the board of directors for each company. Those roles give me just enough control over the simulation so nothing outrageous happens while retaining flexibility for the students to choose the strategic course of action they believe most appropriate. At the end of the semester, the students representing the company that acquires the target draft a merger agreement, and the other two teams litigate the outcome as invariably happens in American corporate acquisitions.

The web site for the M&A course links directly to a main simulation page that itself branches into the various pages necessary for the simulation. The main simulation page contains a scrolling stock ticker, updating prices for companies involved in the simulation. There are separate pages for each team in the simulation. Within these pages are various financial statements, industry-wide analyses, third-party financial reports, and management reports. As the semester progresses, the work product of each team also is posted to these pages.

For an instructor offering a simulation, the web has many advantages over nonelectronic media, including:

Speed and Timeliness: A teacher can update the web site anytime during the week, and students can access the site at anytime from anywhere. Thus, the web frees the instructor from the twice-or thrice-weekly class schedule. Simulation events occur outside the class. Students also prefer this, as it allows them to work at a schedule to which they are accustomed, even if that is the middle of the night.
Flexibility and Interaction: Because a simulation web site can be dynamic, students learn to expect almost anything to happen within the simulation. A web site allows the instructor to break the simulation out of a linear model and interact with events created by the students.
Cost: An electronic web site generally will be cheaper than reproducing the same materials in paper form. Moreover, the web site also will permit more interesting graphical presentation of material. Although part of this advantage will be lost by some students' tendency to print-out every last bit of an instructor's electronic information, many law schools have regulations that impose costs on the "print-happy" student.

This is not to say that web-based simulations are a panacea. Many faculty will have other commitments that prevent them from doing the work necessary to learn HTML and develop the content for a full-blown web site. Also, many courses do not lend themselves to simulations. No simulation can be an exact duplicate of real-life. Even my own simulation is a somewhat stylized version of a corporate takeover. Instructors have to decide for themselves whether the benefits from a simulation outweigh these potential costs. Law faculty who do decide to undertake this endeavor may want to consider:

HTML: Fear of HTML should not discourage faculty who want to develop web-based instructional material. HTML editors, such as Netscape's Composer, make web-authoring almost as easy as word-processing. Also, the most recent and popular word-processing software, such as Microsoft Word or Corel WordPerfect, allow authors to export documents directly into HTML format. Although web authors eventually will want to learn some of the basics of HTML, the software just mentioned makes it easy to get started. Most of my own web site was constructed with Netscape's editing software. For fancy HTML techniques, I generally find it easier to enter the HTML code directly and usually am able to locate HTML reference material quickly when I need.
Graphics & Design: One needs to decide quickly that your site will not have the pizazz of CNN's main news page or Yahoo's directory. If web programming was your cup of tea, you would be designing these sites instead of teaching law. Nevertheless, you will not have much trouble making a clean and interesting presentation of the basic information necessary to participate in your simulation. Also, many large universities have computing staff or other resources available to help faculty develop web pages; faculty may want to investigate whether this assistance is available at your institution. Not surprisingly, information on how to write web materials can be found on the web. Over time, the class web site will grow as you web programming skills improve.
Content: Developing the content for your simulation will be the most difficult and time-consuming part of the venture. Of course, if an instructor already has materials for a simulation, adapting these materials for the web will not be nearly as difficult as creating them from scratch. Consider what institutional resources are available that might help you develop content for a web-based simulation. Many institutions are promoting the use of technology in the classroom and have faculty leaves or grants for development of teaching materials. In my own instance, I taught an advanced seminar in Mergers & Acquisitions in which students wrote articles of incorporation, poison pills, financial statements, and industry reports for use in the simulation. Also, my university offered a summer workshop to aid in the development of electronic teaching materials.

I wanted to close with an observation that might spur others to consider a web-based simulation. If you are reading these words and are a legal educator, it is likely that you have at least a passing interest in the web. One of the greatest rewards of our profession is the flexibility that often allows us to choose the subjects of our work. Developing a web-based simulation is a great way to combine personal and professional interests. The educational benefits to your students are manifest, but there will be personal reward and interest as well.

© 1998 by Robert Lawless. All rights reserved.
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The views expressed in this column are solely those of its author, and do not reflect those of JURIST, its Advisory Board, its staff or its host institutions.
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