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Westbrook work both accessible and detailed
In the vernacular, "corporate" and "corporation" are words people throw around rather freely - often pejoratively - without any understanding of the legal structure behind them. Unless they arrive with a business degree or come from a professional background, most new law students have no greater understanding of the subject than any other nonlawyer when they decide to take the classic course entitled "Corporations."
In "Between Citizen and State: An Introduction to Corporations," David Westbrook has written a book that is meant to address the common knowledge gap between the person and the corporate entity. Ultimately, the work is intended as a textbook for students to learn about corporations in a narrative form. It is the originality of the package, if not so much any new message, where Westbrook, Floyd H. & Hilda L. Hurst Faculty Scholar and professor at the University at Buffalo Law School, makes his greatest contribution.
One of the pedagogical problems facing the law-school professor is how to present information to students. While the law itself is easily accessible via the primary sources of judicial opinions, statutes, etc., the text often makes little sense without a theoretical or structural foundation. Hence, students find themselves left with an array of facts and rulings about specific cases or situations, but lack an understanding of the larger picture at work. In presenting information about the corporate structure from the ground up, Westbrook offers a detailed roadmap for the inexperienced corporate navigator.
The work's linear approach makes it agreeable to any reader, even those grossly unfamiliar with the topic at hand. Westbrook, a corporations teacher himself, clearly designed the book to be read by students and nonlawyers, using a theater metaphor to explain the corporate roles and common conflicts a basic corporations class would address.
The work probably best serves as a companion piece for law students studying the development of the common law and statutory and regulatory schemes that inform most corporations courses - something to be read by students individually to buttress the situational nature of the cases and other materials presented in the classroom.
Perhaps an even more effective use of the text is as an addition to suggested summer reading lists that many law schools send to eager incoming 1Ls looking to get a leg up on their classmates. Books discussing constitutional and criminal law are common on such lists and are often attributed with offering students a basic groundwork before the semester begins. Such books often portray the law as part of a story or struggle - Jonathan Harr's "A Civil Action" is considered an introduction to civil procedure, for example, and Russell Banks' "The Sweet Hereafter" one to torts.
Unlike those works, Westbrook's book is not a novel. He is not telling a story, he is educating. Even though the legal information he offers does not unfold via a plot, it does appeal to the literary interests of many lawyers with its running theater motif and the interspersion of comments and comparisons to life that make the sometimes-mundane structure of corporate law relatable.
Even though "Corporations" is generally not a required course at most law schools, including Westbrook's latest book on a list of suggested reading for new students would be advisable considering the numbers of these students who express an interest in corporate work before entering law school - and the relative novelty of the vocabulary and issues of corporate law to them.
Westbrook's efforts will benefit not only ambitious 1Ls, but also fresh associates who proudly march off to their new offices each fall only to find themselves sitting at a desk, clueless and cursing themselves for remembering the facts of cases, but forgetting that a panel of appellate judges is no longer there to lay out the facts and frame the issues before they are asked to solve a problem. The book offers a detailed and highly palatable review of corporate structure easily read and reviewed over a weekend for an associate looking to get back to basics.
The greatest asset of the work may be the physical book itself. Westbrook communicates that he wishes to address the subject of corporations with the nonlawyer, student or citizen, as the title implies, by allowing the text to exist in the form of a widely accessible book.
In avoiding a heavy, dark textbook, Westbrook conveys the message that corporate structure is something everyone can understand. He is not targeting the seasoned attorney or professor with this particular work. Instead he is offering students and less-experienced associates a chance to easily review the bedrock knowledge required before any advanced lawyering or further learning can happen.
Marc Krawiec is an associate at Damon & Morey LLP. He practices in the firm's business and corporate department and can be reached at mkrawiec@damonmorey.com.


