Courses on Leadership for Lawyers: Two Models for Teaching Leadership Responsibilities

George Siedel
Williamson Family Professor Emeritus of Business Administration and Thurnau Professor Emeritus of Business Law
University of Michigan

In a November 2019 message to members of the American Association of Law Schools’ Section on Leadership, Chair Leah W. Teague noted that over 85 law schools “have at least one leadership development program, course or designation for their students.” And in a March 2020 report, she noted that the Section on Leadership’s program was among the top ten programs in terms of attendance at the recent AALS annual meeting.

Despite their increasing popularity, leadership development initiatives face challenges. In the new Section on Leadership’s first newsletter (November 2018), then-Chair Deborah Rhode mentioned objections from colleagues who feel that the subject is “squishy.”  She responded by observing that while leadership courses might seem “touchy feely” when compared with traditional doctrinal courses, research shows that “effective leadership requires so-called ‘soft skills,’ particularly those demanding personal and interpersonal skills such as self-awareness and emotional intelligence.” In addition to objections from some colleagues about the subject matter, another challenge faced by instructors teaching these courses is that soft skills are especially difficult to teach in law school.  As Professor Rhode commented, for many lawyers and law students, “the soft stuff is the hard stuff.” 

Beyond concerns from colleagues about squishy material and the challenges in teaching soft skills, courses on leadership for lawyers raise additional questions. Should these courses include analytical skills that relate to the leadership responsibilities of a lawyer? And if so, what framework is appropriate for teaching these responsibilities?

The answer to the first question might depend on the response to the second question—that is, the decision whether to include leadership responsibilities might depend on the nature and quality of the models available for teaching these responsibilities. The next two sections, adapted from Chapter 1 in Strategy, Law, and Ethics for Business Decisions (C. Ladwig & G. Siedel, West Academic Publishing, 2020), describe two models for teaching leadership responsibilities.

The first model, used in the Harvard Business School (HBS) required MBA course on leadership, is based on the intersection of economics, law, and ethics (which I call the “Three Pillars”).  I first learned about this model when, as a visiting professor at HBS, I served on the teaching committee for a required module that evolved into the leadership course. The HBS model is especially useful when exercising leadership responsibilities in a business environment. The second model described below replaces the Economics Pillar in the HBS model with a Strategy Pillar.  This broader framework is useful to  leaders not only in a business setting but also when they make decisions focusing on political issues or within non-profit organizations.

The Harvard Business School Leadership Course

The HBS course required course on leadership, titled Leadership and Corporate Accountability (LCA), focuses on the three key elements—economics, law, and ethics—that form the foundation for decision making by business leaders.  As described in an online version of the course syllabus, a business leader’s responsibilities “fall into three broad categories: economic, legal, and ethical.  Economic responsibilities relate to resource allocation and wealth creation; legal responsibilities flow from formal laws and regulations; and ethical responsibilities have to do with basic principles and standards of conduct.”

The HBS course design mirrors research on a tripartite framework for leadership decision making and focuses on key stakeholders.  As the syllabus notes, “Using the tripartite framework of economics, law, and ethics, we will consider decisions that involve responsibilities to each of the company’s core constituencies—investors, customers, employees, suppliers, and the public.” Like other courses at HBS, LCA is not static and continues to evolve to reflect new issues and challenges.  The syllabus describes the types of issues addressed in the course that relate to the constituencies.  Many of these issues raise legal concerns, such as fiduciary duties, conflicts of interest, fraud, discrimination, environmental responsibilities, privacy, and property rights.

The course is especially challenging and important for future leaders because it takes students into what the syllabus calls the real-world “grey areas” where decision making is shaped by the Economics, Law, and Ethics Pillars. The overlap of the three pillars is depicted by this diagram from a course overview that is distributed to students.

As the course overview notes, “The basic idea is that outstanding managers develop plans of action that fall in the ‘sweet spot’ at the intersection of their economic, legal, and ethical responsibilities.” The course guide for instructors elaborates on the sweet spot, which is also called the “zone of sustainability”:

Actions and strategies that fall inside this zone tend to be  acceptable to the firm’s constituencies and thus repeatable    over time, while those that lie outside typically invite negative    repercussions from injured, wronged, or otherwise    disappointed parties.  Actions outside the zone may even lead    to the firm’s failure, especially if pursued at length.

An Alternative Model: Replacing Economics with Strategy

By replacing the Economics Pillar in the HBS model with a Strategy Pillar, an alternative model is useful in a wide variety of leadership scenarios that extend beyond business to political and non-profit organization decisions.  Consider, for example, the concerns faced by a political leader, President (and former law professor) Barack Obama, when deciding whether to authorize the operation that led to the death of Osama bin Laden.  The President and his advisors initially focused on the Strategy Pillar as they formulated a strategy to capture or kill bin Laden. They also developed a strategic implementation plan—the raid on bin Laden’s compound in Pakistan.

With a strategy in place, the President then focused on the Law Pillar. Strategic decisions in any context—political, business, or non-profit—typically raise legal questions.  In this case three questions summarized in a New York Times article (“How 4 Federal Lawyers Paved the Way to Kill Osama bin Laden,” October 28, 2015) were especially important: Did the President have the legal right to “authorize a lethal mission, to delay telling Congress until afterward, and to bury a wartime enemy [bin Laden] at sea”?

According to the account in The New York Times, a few days before the raid a top-secret team of four lawyers provided the President with legal advice relating to these questions. As with most legal advice, the law was not clear.  In other words, the President, like other political and business leaders, had to decide whether to proceed with the raid under conditions of legal uncertainty.  In addition, even if the law clearly supported the strategy, the Ethics Pillar must still be considered: What are the ethical ramifications of authorizing a mission to kill bin Laden?

Using the Alternative Model in a Leadership for Lawyers Course

The alternative model, based on a strategy, law, and ethics framework, is recommended for a  course on leadership for lawyers for several reasons.  First, understanding these Three Pillars is not only useful to lawyers when playing a leadership role, but the model also serves a practical framework they can use when  advising clients who are serving in leadership positions.

Second, the alternative model introduces students to the fundamentals of strategy.  Corporate strategy, with its emphasis on value creation, often conflicts with the emphasis on risk management in a legal analysis.  With a better understanding of strategy, lawyers can show clients how the law can be aligned with strategy to enable value creation for a variety of stakeholders.  The alignment of law and strategy to create value can change a client’s perception that a legal department is only a cost center.

Third, the alternative model encourages students to consider and understand ethical concerns that lie beyond their professional responsibilities as lawyers. They will learn, for example, about the responsibility of leaders to encourage ethical conduct in their organizations and how to use an ethical decision-making process that extends beyond legal requirements.

Fourth, the alternative model might be useful for law schools interested in making the leadership course a capstone of their students’ education, just as the leadership course at Harvard is one of the key core courses in the MBA program.  A required capstone course could combine the analytical decision-making skills that are necessary when making leadership decisions with the soft skills needed for implementation of those decisions.

Finally, regardless of whether the course is a required course or an elective, the alternative model creates an opportunity to supplement traditional teaching materials with current scenarios that place students in the position of decision makers, while also providing them with an opportunity to use their legal research skills.  Here is one of many examples (adapted from Strategy, Law and Ethics for Business Decisions).

You have just been appointed CEO of a large hotel chain after serving for several years as the company’s senior vice president and general counsel. You recently read that over 250,000 Americans die annually from sudden cardiac arrest. An American Heart Association report concluded that use of automated external defibrillators (AEDs) could save twenty thousand lives annually.  Your research indicates that most US states do not require hotels to install AEDs.

You now face the strategic decision of whether to install AEDs in your hotels. Would these installations add value for your company’s shareholders and other stakeholders?  If you decide to install AEDs even if they are not required by law, what are your liability concerns (relating to failure to place them in proper locations, failure to maintain them, failure to properly train staff to use them, and so on), and would your company be protected by Good Samaritan laws? And although the law does not generally require AEDs in hotels, do you have an ethical responsibility to install them?

These questions take students into what the Harvard course calls the “grey areas” of decision making where there are no clear right or wrong answers.  After considering these questions, leaders who decide to install AEDs must then use the personal and interpersonal skills mentioned by Professor Rhode to persuade various stakeholders that their decisions makes sense.  For example, CEOs who decide to install AEDs must explain to the Board of Directors why the increased cost necessary to purchase and maintain these devices and the increased liability risks are justified.  And they must encourage the employees who install and maintain them to accept their new responsibilities, along with their possible liability as first responders. 

For any one or a combination of these reasons, the alternative model based on the strategy, law, and ethics framework would be a good fit for a course on leadership for lawyers.  Far from being “touchy feely,” this type of leadership education is as rigorous and demanding as traditional doctrinal courses, and provides a bridge from law school to the real-world challenges of law practice and leadership decision making.