Harold A. Flegelman, a visiting professor and lawyer whose clients include enterprises in the entertainment, media and advertising industries, teaches a short course at Miami Law called "Art of the Deal: Acquiring a Music Publishing Catalog."
Flegelman, who is co-chair of the corporate media and entertainment division at Loeb & Loeb LLP in Los Angeles, represents businesses seeking acquisitions, partnerships and investments, and provides private equity sources to start-ups and mature ventures. His practice also includes mergers, strategic alliances, debt and equity financings, restructurings and executive employment arrangements. He graduated in 1978 from Georgetown University Law Center, where he was associate editor of The Tax Lawyer. He earned a B.A., cum laude, from Yale University in 1975. He was admitted to the New York and California Bars.
Flegelman's course at Miami Law includes discussion of challenges faced by lawyers who find themselves for the first time representing clients in commercial transactions. The course is designed for students who wish to develop the skills necessary to advise clients, read critically, and draft and negotiate contracts. It examines the process by which a music publishing catalog is acquired, analyzes the transaction from beginning to end – its Confidentiality Agreement, Letter of Intent, Due Diligence Checklist, Purchase Agreement and Post-Closing Escrow Agreement. The class size is limited to sixteen students, and first priority is given to those enrolled in the J.D./M.M. joint-degree program.
The following is an interview with Flegelman conducted by Vaishali Desai, a Post-Graduate Student Service Fellow at Miami Law:
Why did you choose to teach at Miami Law?
It was actually Dean Berg (Shelton G. Berg, Dean of the University of Miami Frost School of Music) who brought the J.D./M.M. joint-degree program to my attention. I felt immediately and instinctively that UM would be a great forum for a course that emphasized skills training in addition to doctrine, and he was kind enough to introduce me to Dean White. How fortunate I was to receive an enthusiastic response from the administrations of both the law school and the music school!
What are you most looking forward to about teaching at Miami Law?
I always look forward to meeting a new group of students, as I've been so impressed with the high levels of engagement and work product that I've seen. I'm also delighted to catch up with the people I've met since I began teaching at UM. I hope that everyone knows how much I appreciate their support.
What can a Miami Law student hope to get out of your class?
I have said repeatedly that doctrinal study is indispensable to a law school education. However, I also believe passionately that students who are interested in a transactional practice – and the individuals and companies who hire them – will be disadvantaged if a law school does not also offer exposure to what is required on a day-to-day basis, i.e., communicating with clients, and reading, drafting and negotiating contracts. That exposure is what students should expect from this course, whether or not they are interested in a career in the music industry.
What is your most memorable teaching experience?
There have been many memorable teaching experiences, but I admit that I was especially pleased last year when two students began questioning each other directly in class, without involving me; and I always look forward to the negotiating sessions, for exactly the same reason!
What's the coolest place you've traveled to?
Anywhere in Italy, particularly Tuscany!
Please give us one fun fact about yourself.
After too many years away from it, I have rediscovered the joy of playing the drums. I work with kids enrolled in the Harmony Project in Los Angeles; and if you visitwww.harmony-project.org, you'll see all of the reasons why I'm having so much fun!
What was the most interesting case you ever worked on?
For me, it's the people who make a transaction interesting, and I have been fortunate to represent many interesting people! Certainly among my most intellectually rigorous transactions have been the acquisitions and recapitalizations for Irving Azoff and Front Line Management Group, and the sale of Univision's music recording and publishing businesses to Universal Music Group.
What do you consider your greatest contribution to the field?
I prefer to leave to others the evaluation of my contributions to the field. Let's just say that I'll be gratified if everyone with whom I work knows that they can trust me, and that I will give them every bit of energy that I have.
What kind of jobs are there for aspiring young attorneys in your field?
Although I am mindful of the hurdles that law school graduates face in today's job market, it has always been my experience that good opportunities will still be available to those who make the effort. Thomas Edison once said that genius is 1 percent inspiration and 99 percent perspiration, and Louis Nizer borrowed that insight to describe the practice of law. I couldn't agree more with both of them.
What do you consider the burning issues in your field for the next five years and beyond?
With regard to the substantive law, it appears that the increasing impact of technology upon the creation and distribution of intellectual property is inescapable. As for practice management, the challenge of delivering the highest quality legal services in the most effective and cost-efficient manner has always been with us, and it will always be with us.