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Q&A - Geoffrey Shields: Vermont Law School

Posted on: Monday, 15 August 2005, 03:01 CDT

Geoffrey Shields of Chicago was named Vermont Law School President and Dean in March 2004 and begin serving as of August 1, succeeding L Kinvin Wroth, who bad served since 1996.

Shields is a partner and past chairman of the Management Committee of the law firm of Gardner Carton and Douglas, based in Chicago and Washington, DC. The firm specializes in securities law, nonprofit corporation law and health law.

He graduated from Harvard University, magna cum laude, with a degree in economics in 1967, and from Yale Law School in 1972. He was the editor of the Yale Law Journal, and a winner of the Mitas Prize. Between Harvard and Yale, Shields' lived in Vermont, worked at the Experiment for International Living in Brattleboro and was an adjunct professor of economics at Marlboro College.

Shields served as a law clerk for Judge James Oakes of the US Court of Appeals, Second Circuit, from 1972 to 1973. From 1973 to 1976, be served as assistant counsel to the US Senate Foreign Relations Committee and as counsel and foreign policy advisor to Senator Frank Church. In 1977, Shields was special assistant to the secretary of the US Department of Health, Education, and Welfare. In 1976 he joined Gardner Carton and Douglas. Shields lives on a farm in Guilford with his wife Genie, who is an author and educator He serves on the board of the Brattleboro Retreat. Robert Smith interviewed Shields in his office on the VLS campus in South Royalton.

VBM: Let's start with a history of the school. It started in the early 70s...

Shields: The first class graduated in 1976. The principal movers behind Vermont Law School were Tom Debevoise, who had been Attorney General. It was hard to make money as a working lawyer in this state, so he returned to Washington, DC and practiced utilities law there for about 20 years and then came back here to be dean. The chairman of the board was Jerry Waterman, who was then a Second Circuit court of Appeals judge. They had the not-easy task of taking this unlikely location and an old K-12 schoolhouse that had not been used for 15 years, that had been abandoned and was being used as a warehouse when it was first purchased.

Between the two of them they were able to assemble an extraordinary group. They got the Dean of the NYU Law school to be on the board. They persuaded a number of the leading practitioners in the state, including Phil Hoff and Judge Frank Billings, and a number of other luminaries, to join the board. They were a group of leaders in the state who rallied around and said, look, it's a good thing for Vermont to have a law school. It will contribute to the brain power that will be available for business, it will be available for government, it will be available to get us through some of our really prickly issues in the state. And at the same time, maybe we can make some contribution to the larger legal world.

They were funded early on in part by Laurence Rockefeller. Tom Debevoise had been Rockefeller's lawyer and Rockefeller spent much of the year down in Woodstock. He was interested and he was generous in the early years. That helped financially. Unfortunately, he didn't create a large endowment, but it was helpful.

Very early on, they decided that it would be logical to focus on the environment. Rockefeller was interested in the environment, Debevoise was interested in the environment, and they persuaded a guy named Norman Williams, who was then the top lawyer in the country on land use - he'd written a six volume treatise on land use and was a professor at Rutgers Law School - and they persuaded him to come up to Vermont. Together, Norman Williams and Debevoise and Waterman persuaded Dick Brooks to become the first head of the Environmental Law Center. This year, we celebrated the 25th anniversary of the Center.

The Center has had a series of really good, strong leaders. It has a very good advisory group, some of whom are businesspeople in Vermont. It has created an international reputation to such an extent that for 19 of the last 14 years, the law school has been ranked the top law school in the country by U.S. News & World Report magazine in terms of its environmental program.

There was magic in differentiation, as all business guys reading this would know. If you've got a business that has differentiated itself from your competition, it helps you to be able to maintain your place and to attract business. That's certainly been true for us. We continue to put a lot of our focus on the environmental area, but we also put a significant amount of our resources on those skills which are helpful for the business community in this state. For example, we're doing more and more with intellectual property. That is of growing importance in terms of the kinds of business that is being done in Vermont. We're dealing with a knowledge-based economy, and the protection of that knowledge base is important. Being able to maintain copyrights and patents, maintain business secrets, and entering joint ventures and being able to use that kind of intellectual property as well as protect your own is important.

We do a substantial amount of work in alternative dispute resolution, where we're trying to figure out ways that would make it less likely that a businesses would get into disputes and if they do get into disputes, how they can be resolved less expensively and faster. An example of our success is our negotiation team this year, they won the national championship of all the law schools in the country. The American Bar Association puts together a national competition, and our students won it. That's just one reflection of the emphasis we put on negotiation and mediation and arbitration as opposed to simply training lawyers to be good in a courtroom.

Our general philosophy is that it's in the interest of litigants to avoid courtroom litigation, and to try to settle disputes as early as possible. Even better is to work out things through negotiation, avoiding a dispute. So we try to train our lawyers in that direction.

Our professors are working hard in a number of ways to try to bring new areas of business to Vermont through legal reforms. For example, Oliver Goodenough, one of our professors, drafted a bill, and it was passed by last year's legislature, which extends the Vermont venue to foreign corporations by saying that Vermont will accept foreign corporation law as applicable in terms of interpreting contracts of those corporations, if there is a decision by the parties to do so. Really, it's taken our law in Vermont further than the law of any other state. There has begun to be some new businesses coming to Vermont because of that.

The outstanding example of a legal, structural issue, leading to a lot of extra business in Vermont, is probably the captive insurance company, law. This has led to thousands of captive insurance companies being domiciled in Vermont and lots of business for Vermont, as their boards have to come to Vermont once a year to deliberate. It's provided lots of work for accountants and lawyers and consultants in Vermont, in that area. We continue to look here at the law school for extra ways to enhance business in Vermont by spotting opportunities. If you can find legislation that will lead to business opportunities for the state and will draw revenue into the state, that is a good thing. Our faculty is focused on that and interested in finding those little niches for the state.

VBM: How big a faculty do you have here and how many students?

Shields: We have about 32 full-time faculty, and then another 20 adjunct faculty that teach on a part-time basis. We have a total student body of 550 JD candidates. That's the three-year degree that students must get in order to take the bar. We have about 35 students who are taking a one-year program in environmental law. They don't practice law, but they want to know the structural issues relating to how the environmental laws work. They often go to work for the government or for non-governmental organizations that are focused on the environment. Then we have about 15 lawyers, mostly from abroad, who are getting an advanced degree, which you get after you're already a lawyer. Some of those people are law school professors, others work in environmental regulation. We have a number from Brazil, and many students scattered around the world.

VBM: Are your students typically a little older than the average college student?

Shields: The median entry age is about 28, so half of our students are 28 or older. We find that that experience is really terrific. It means a more mature student body, a student body that is willing to speak up in class, who bring a life experience to what they're doing.

VBM: How did you come to be here? What's your personal background?

Shields: I grew up in a suburb of Chicago. I went to Harvard College and after college, I went to work for a couple of years for the Experiment in International Living in Brattleboro. They do Peace Corps training, study abroad programs and various kinds of cultural work. I worked for them for a couple of years and then I went to law school. I went to Yale Law School, and after graduating, I came back and did a judicial clerkship with Jim Oakes, who was then the second circuit court of appeals judge \in Brattleboro. The Second Circuit includes New York State, Connecticut and Vermont.

It was a great job. We did all of our paperwork in Brattleboro, and then went to New York City one week a month for oral argument. The Court of Appeals is a three-judge panel, and all of the oral argument is in Foley Square in Manhattan.

In any event, I worked for Jim as his clerk for a year, and then through Jim got a job with the Senate Foreign Relations Committee. In those days, Senator George Aiken was the ranking Republican and the ranking member of the Senate Foreign Relations Committee. Jim Oakes had been a protege of George Aiken, and lie was nice enough to call Senator Aiken and ask if I might see him. Senator Aiken knew about this job and helped me get it. So I worked for the Senate Foreign Relations Committee for a couple of years and then for the chairman of the committee, Frank Church, as his counsel on foreign policy adviser.

I thought we were to come back to Vermont live, but by the time I wrapped up the work I was doing in Washington, we had two young children and family ties back in Illinois were pulling us there. My wife grew up in the neighboring town that I grew up in, so we decided for family reasons to go back where our parents were living and we had lots of extended family. But we always had a real love for Vermont, and when we could afford it we bought a small place down in Guilford, south of Brattleboro. That was about a dozen years ago. Through Jim Oakes I had developed some contacts with the law school. I'd given talks here a couple of times. When they did their search for a new dean, a couple of their trustees remembered me and asked if Id be interested in being in the pool. I said, gee, it sounds like an interesting thing to do, and then you get competitive and you want to be selected. I went through the most awful academic selection process. I had to be approved by the faculty and the search committee, and eventually the board.

VBM: Is this your first time serving as a dean?

Shields: Yes. In Chicago I was a practicing lawyer, and then chairman of my firm, It was a law firm of about 300 lawyers. We had an annual budget of over $100 million a year. So it was a reasonably large professional enterprise, and it had some of the same challenges that a law school has. You have to find new business. You have to attract good partners and good associates and you have to make sure that the lights are on everyday, and that the quality is acceptable. So there were a number of things in my work as the chairman of my firm that were very similar to the kinds of challenges I have here. But of course there are other things that are quite different. It's been a learning process. I've taught as an adjunct faculty member at law schools, but I've not been a full- time faculty member or a Dean.

VBM: What are the challenges that you see facing the school?

Shields: Well, I think that the law school makes a tremendous contribution to the state. We have an annual budget in the $20 million range and almost all that goes to pay the salaries of people who live in Vermont. So we're putting a substantial amount of money back into the state. About 20 percent of the lawyers practicing in Vermont today were educated at Vermont Law School. So this has been a tremendous influence on the state, and there is a strong interest by the state to have this place be the best that it can be. Just from the fact of our location, a lot of those who practice law in the state are going to come from here, so it's important from the point of view of the state that we do a really first-rate job.

Because the state is small and the legal resources for new projects, particularly legislative projects, are pretty slim, there's a lot of use of our faculty and a fair amount of use of our students to help with different kinds of legal projects in the state. For example, we have a lot of interns who work for the legislative counsel's office. We have a lot of interns that work for the public defender's office, and we have a number who work for the state's attorneys'. A large number of our students do judicial externships on a voluntary basis. They do work in judges' offices. We have four full-time faculty who supervise students who are doing poverty law work in Vermont. They're dealing with child abuse issues, domestic violence issues, issues of immigration, issues relating to welfare benefits, the whole range of things that affect the least advantaged among us who are also the most in need of legal services.

They come to the South Royalton Clinic for these services. That's part of our mission, that's part of what we believe in, and that has a major, important function for the state. We also have an Environmental Law Clinic, which is looking out for many of the same things that the business community in the state cares about in terms of dean air and clean water and reasonably good land-use policy. These are all things that make this state worth living in and worth doing business in. This is where we have lots of common ground with the business community. We're doing a number of things that are really important, I think, that are important for the state and that make us good citizens of the state.

In terms of the challenges that you asked about, first of all there is the challenge for any new educational institution of attracting really good students. Our strategy for doing that is the strategy of differentiation. If we try to be just the same as Harvard Law School, in that we offer the same programs, it would be a mistake. We could never catch up to them. There are a few things which we do really extraordinarily well, and that are not the focus for older, richer, more established law schools. We're able to attract really good students. Then if we have a reasonably strong program across-the-board, we can educate the students well, and can grow our general reputation over time. But the camel's nose under the tent has to be those points of differentiation.

Our strategy is to differentiate in order to address the challenge of attracting good students each year. For the last several years we've had about 10 percent more applicants than the year before. This year, we have something on the order of 1,200 applicants for about 190 places. We accept, of the 1,200, somewhere in the neighborhood of one in three. So we're at a fairly good ratio now, and the quality of the students continues to grow. The grade- point average and the law school admission test numbers keep going up, year after year. I feel we're going in the right direction, and that our admission work is good.

A second challenge is to be of service to the judiciary and to the bar of the state. I'm going to the annual judicial conference next Monday, which is held at Bread Loaf I'm going to give the keynote talk about what the law school is doing, how we're trying to reach out to the judiciary, and how it's important for the judiciary to pay attention to what we're doing, to be involved in what we're doing. We want to be of service to the judiciary. My predecessor, Kinvin Wroth is the reporter on the judicial rules for Vermont. In other words, he's the referee who draws up the rules for the judges and for the lawyers in terms of how the courts work. He's really good at that, and he's put in thousands and thousands and thousands of hours essentially as a volunteer. He just completed work doing the same thing for the new Environmental Law Clinic.

VBM: One of the things you've mentioned, and that we see as a real issue facing the judicial system, is the high cost of legal fees and the fact that if you have deep pockets you am much more likely to win your case or to be successful in any kind of litigation. What's the school doing to address the issue?

Shields: It's a problem, and it's a problem in part now because students accumulate a lot of debt going to college and more debt going to law school. So they have real strains imposed on them when they go out into practice just to pay off the debts that they owe. So they are driven to charge high fees.

There are certain things that we are doing that should help to drive down fees. Some of those we've mentioned already such as trying to focus on negotiation and alternative dispute resolution to hold down what is the most expensive area of the legal fees, which is litigation. If you get into litigation all the way through a trial, it's extraordinarily expensive and for anyone, an individual or small business, it's extremely difficult psychologically when you're involved in litigation. You feel personally threatened, even if it may not be a suit against you, it might be against your business. You sense that it's debilitating and distracting, and not a good thing. So, to the extent that we can accelerate the process of moving the business legal climate away from litigation and toward earlier and less expensive methods of dispute resolution, that will help hold down the costs.

We also, as I said, represent several hundred people each year free, without any cost, in our clinic. That helps address the issue for people with very slender means.

We also have what is called a general practice program, which is aimed at lawyers who want to be solo practitioners or in small firms, which attracts a number of people who are really interested in the old fashioned sort of lawyer. Someone who's active in the community, and who's called upon for a whole range of services, serving on community boards and school boards. Someone who has the old-fashioned lawyer/leader kind of role. For us, that's often people who are not interested in maximizing the amount of money they can make, but who are interested in law as a profession and serving as a profession. That mindset has something to do with the fairness of the delivery of legal services and the cost of legal services.

Legal services, just like doctor's services, at least so far, have not been made n\otably more efficient as time has gone by. The amount of legislation, the amount of regulation, keeps going up, and the complexity of the law keeps getting more and more Byzantine. That tends to lead to, not more efficiency, but less efficiency, as you've got more complicated issues in whatever area of advice or dispute resolution you're dealing with. Certainly in business law that is the case. So I don't hold out a lot of hope that there's a magic bullet for saying that this is an area where, like certain manufactured products, things are going to get cheaper and cheaper. I don't see that happening. We're advocates for moving in the direction of nofault insurance so that the amount of money that is being spent on lawyers for litigation can now be spent, more directly to help victims, and much faster.

There are certain reforms that can be made to stay out of litigation, to take lawyers out of the mix altogether, and we tend to advocate in behalf of those issues and to be a place of expertise to get into the mix on that.

VBM: On the drive up here this afternoon, I was listening to NPR and a discussion of Mercies pharmaceuticals and questions about the company's affect on research at various universities around the nation. What are some of the arm of business ethics that you deal with, and how do you do that?

Shields: There's been a lot of focus on business issues that have come about in the last five or six years because of the Enron and other scandals. There's a lot of concern about offbalance sheet financing and obscure accounting. That has led to legislation to increase the amount of board oversight of financial issues in publicly held businesses. That in turn has led lawyers to be interested in what are the right board governance structural issues to address and not just for publicly held, but also for privately held companies and not-for profits. So we have courses. We teach our students about board governance issues, about conflict of interest policies and structuring issues to make sure that there's adequate independence held by outside advisers like accountants and lawyers. We also give those courses or similar kinds of courses to members of the bar and offer continuing legal education in return for their coming, which gives them an incentive to come. At times we involve businesspeople in those discussions.

So we try to be a forum for coming up with actual hard suggestions for ways in which the behavior of companies can be better regulated from the inside - the composition of the board, the way in which outside advisers report, that sort of thing. Not just to the CEO, but also to the independent chairman of the board or an independent group of board members. We work at it from that perspective. We have some faculty members who are commentators. We have some professors who collaborate with other professors at Tuck Business School.

VBM: What do you see as the most important issues facing the legal field over the next decade?

Shields: One issue for the legal profession is the ability to efficiently grow with a greater complexity of legal regulations. Every day that goes by there are new regulations, there are new laws. How do you keep up with it effectively? A large part of that is becoming really well versed in the computer technology relating to technology and retrieval. We do a lot of work with our students in that regard.

A second challenge is the movement from the classic judicial litigation model for dispute resolution to the alternative, which does not involve a judge, does not involve a courtroom, but has an arbitrator or a mediator facilitating decisions. That trend is starting, and we're trying to, work with our students so that they definitely adapt well to that. We'll look back in a decade and see that as a fairly fast and dramatic shift.

A big challenge for certain lawyers, certainly many business lawyers, is the international basis of business and the ability to work with international contracts and international dispute resolution, the employment of laws across national borders and to be able to represent and advise businesses. That's also true for small businesses. If you're the Vermont Teddy Bear Co. and you're selling a fair amount of your product into the European Union and a fair amount is produced outside of the U. S., you have the same problems with regard to dispute resolutions and contracts and employment that very, very large companies have in this country. You need expertise, and for Vermont lawyers, or at least some Vermont lawyers, to have that expertise is highly desirable. As we all know, as far as manufacturing is concerned we're almost in a post-industrial age. There is less and less manufacturing here, even those things that we thought we really had a great hold on, like automobile manufacturing and computer manufacturing. Well, it's going fast. So what are we left with? A service kind of business, and a very heavy distribution capability and interest, but having to deal with the foreign manufacture of the products that we're distributing and that are consumed in the United States. Companies need lawyers here who can help them to coordinate all of the legal issues that come with that product stream. That is certainly a big issue.

Another big issue is, in certain places there are more lawyers than are needed. Sometimes when that happens, just through competition, they start doing things that are counterproductive. They may be going out and looking for lawsuits where there wouldn't have been any before. That is not good for our society, it's not good for the image of lawyers, and it's certainly not good for business. In a free society where people can go to business school, where they can go to medical school, or they can go to law school - as long as they can afford it there's not a fast correcting mechanism for the oversupply of people with certain trades. Eventually it self corrects to a certain extent, because there's not enough work. But with litigation, where there is the ability to make really big legal fees from lawsuits or negligence suits, there is a temptation among some lawyers to do what I consider is unethical, which is to try to foment litigation for their own gain. That's a problem for society, and it's a problem for law schools and lawyers in general.

We should keep our eyes on that and try to avoid it. I think that the medical malpractice and the general negligence litigation issues that have been raised in political campaigns over the last decade or so have highlighted one area where there's a fair amount of abuse. How do you correct that abuse while at the same time allowing those have a legitimate injury to access the courts, which we all know is important? We haven't come to a good resolution of that.

VBM: What about this idea of putting a cap on how much a person can receive for an injury?

Shields: I think that that is a good approach, but you also need to be very careful so that if there is a tremendously egregious situation or a tremendously expensive situation, where somebody is terribly injured, that they're not left with such a low rate that it becomes unfair. The British, for example, generally do not permit punitive damages. That would be one way to go to hold down fees to a more reasonable level. This is not my area of expertise, but it is an area that I know is really important for society and for lawyers in general to address.

VBM: What are some areas that you feel are important that we haven't touched on?

Shields: As I mentioned when you came in, I spent yesterday at the Business Roundtable, and there are areas of tremendous interest to businesses - because it affects their employees, it affects the taxes they have to pay, it affects the regulatory structure in which they work - that are also very important to lawyers. These are not always areas of direct taxes or direct regulation of businesses. They are things that can come in sort of sideways.

Environmental issues are one. There are a lot of costs in being in an area that is polluted. There are a lot of costs to living in an area where there hasn't been logical development. In this particular state, there would be a tremendous amount to lose if we don't keep a fair semblance of the beauty and the connection with the land that makes Vermont unique. In many instances that has a really strong impact on the business environment, on the ability to attract good businesses and people who want to live here. It affects the ability to sell products, in part because of the cachet of Vermont.

When we come into contact with business in helping to try to parse through ways to address the medical insurance crisis that we have, or the environmental crisis that we have, we bring our particular set of skills, which is to know about the regulations and to know about the history of the development of the law in that area, to know how other jurisdictions both in this country and outside have dealt with those sorts of issues. So we bring our perspective, others like scientists bring their perspective. There's an interaction between lawyers and the Law School and the business community to try to solve some of these big issues that face Vermont and sometimes the broader society.

It's important that we always be talking among ourselves, trying to figure out what the different angles are to this or that particular problem and how we can resolve it in an informed way. Lawyers in this law school have to be informed by business and business has to be informed by lawyers and law school professors. Because we're in a small, fairly tight knit state, we have the advantage of being able to interact with each other to address some of these issues. I think I'd like to end on that note, that we have a lot to give to business, and the Law School is focused on that.

Copyright Boutin-McQuiston, Inc. Jul 01, 2005

Source: Vermont Business Magazine

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