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ABA Section of Business Law


The Business Lawyer Millennium Cumulative Index

Entity Rationalization

Entity Rationalization: What Can or Should Be Done About the Proliferation of Business Organizations? Part II—Introduction
By Richard A. Booth, 58(4): 1385–86 (Aug. 2003)

Organizational Choices of Professional Service Firms: An Empirical Study
By Robert W. Hillman
, 58(4): 1387–1411 (Aug. 2003)

The Place (If Any) of the Professional Structure in Entity Rationalization
By Thomas E. Rutledge, 58(4): 1413–31 (Aug. 2003)

Form and Function in Business Organizations
By Richard A. Booth, 58(4): 1433–48 (Aug. 2003)

Entity Rationalization: What Can or Should Be Done About the Proliferation of Business Organizations?
      Richard A. Booth, 58(3): 1003–4 (May 2003)

Rationalizing Entity Laws
      William H. Clark, Jr., 58(3): 1005–21 (May 2003)

Making Sense of Entity Rationalization
      Larry E. Ribstein, 58(3): 1023–1042 (May 2003)

Entity Rationalization: A Judge's Perspective
      Jack B. Jacobs, Vice Chancellor, Delaware Court of Chancery , 58(3): 1043–1050 (May 2003)

Plumbing and Other Transitional Issues
      Robert R. Keatinge, 58(3): 1051–1062 (May 2003)

1063 Rationalizing Limited Liability and Veil Piercing
      J. William Callison, 58(3): 1063–1072 (May 2003)

Business Lawyers as Enterprise Architects
     George W. Dent, Jr., 64(2): 279-328 (February 2009)
What do business lawyers do? To that seemingly simple question there has been no good answer. For twenty-five years the most widely accepted explanation was that offered by Professor Ronald Gilson in his article Value Creation by Business Lawyers: Legal Skills and Asset Pricing in the Yale Law Journal. Examining the work of lawyers in large mergers and acquisitions, Professor Gilson concluded that business lawyers are transaction cost engineers. On that basis, he proposed sweeping changes for the training of business lawyers in law schools.

However, mergers and acquisitions are but one of many tasks handled by business lawyers, and their role in other contexts is quite different. Moreover, the work of business lawyers has changed considerably since 1984. This Article offers a broader and more current analysis of what business lawyers do and concludes that they are more accurately characterized as enterprise architects. The Article then discusses what skills business lawyers need and how law schools can best prepare them for this work.

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