[MUSIC PLAYING] [CHEERING]
EDUARDO PENALVER: Good afternoon. Please be seated.
Law School faculty and administration, family and friends, members of the Cornell Law School Class of 2019, welcome.
Welcome to the 131st Convocation of Cornell Law School. Today is a very special day for our graduates, but it's also a very special day for the families of our graduates, particularly for their parents who've supported them throughout their lives right up to this important day financially, emotionally, financially.
Before we begin, I invite our graduates to take a moment to offer their parents a round of applause in gratitude for everything they've done to make today possible.
Let's also take a moment to remember loved ones who have supported us along the way who can not be here with us today on this special day. One person whose absence I'd like to recognize this year is Jack Clarke, a member of the Cornell Law School Class of 1952, a deeply devoted Cornellian and an advisor to several Cornell Law School deans over many decades. Jack passed away two weeks ago. He was a man of thoughtfulness, grace, and vision and one of Cornell Law School's dearest friends. Let's take a moment of silence to remember Jack as well as all of those loved ones who have supported us and who are no longer with us.
I remember when the JD Class of 2019 arrived in Ithaca as eager 1Ls. The three years have gone by so quickly. And now we're here celebrating your successful completion of this rigorous course of study. Honed by countless hours of arduous training, your minds are now superbly equipped to grapple with society's most intractable legal questions.
What are the boundaries of legally protected speech? Who should bear the costs of injuries caused by autonomous vehicles? And of course, one of the trickiest questions I like to pose to new law students, is a burrito a sandwich?
In New York State where sandwiches are subject to the sales tax, the New York Department of Taxation and Finance states that the sandwiches include cold and hot sandwiches of every kind whether made on bread, on bagels, on rolls, in pitas, in wraps, or otherwise. In applying this broad definition, New York specifically includes burritos on its authoritative list of taxable sandwiches. Taking a somewhat narrower view, the Department of Agriculture, the USDA, defines a sandwich as requiring two slices of bread.
The USDA does not have jurisdiction over sandwiches. Those are regulated by the Food and Drug Administration. So the USDA's narrow two-slice definition leads to a somewhat odd state of affairs and which is a matter of federal law. The FDA regulates closed-face sandwiches, but the USDA regulates open-faced sandwiches and burritos.
Of course, burritos are not the only legal riddle posed by the sandwich. As Professor Clermont has reminded me on numerous occasions, there is an ongoing legal debate, very heated, about the status of the hot dog. Last year, Supreme Court Justice and fellow Cornellian Ruth Bader Ginsburg made news when she opined to Stephen Colbert that a hot dog is, indeed, a sandwich.
The United States Court of Appeals for the Seventh Circuit agrees with the notorious RBG. In 2001, in the case of United States versus Mantas, it defined a hot dog as "an oblong sandwich consisting of a meat product, usually called a frankfurter or wiener, encased in a split bun." Now, in fairness, this was dicta.
Beyond the frontiers of the sandwich, there's an entire area of law that we might call the law of food taxonomy. The legendary Second Circuit Judge Henry Friendly began his famous opinion in Frigaliment Importing Company versus BNS International Sales Corp. with a characteristically pithy summary of the issue at hand. What is chicken?
His conclusion-- it depends. And then there's the 1983 decision by the United States Supreme Court in the landmark case of Nix versus Hedden, that old chestnut. Who can tell me what the issue was in Nix versus Hedden? Are you not prepared?
Surely you saw the reading assignment I posted last night on Blackboard. You must have seen that. No? 3Ls, you assume that just because this is your last day as Cornell Law students there would be no reading. You assumed this would be a lecture, a summing up of your experience as graduates. I guess we'll have to do this the old-fashioned way. Let me check my seating chart.
Ms. Rich? Ms. Rich, please stand. Ms. Rich, will you please tell the class what the issue was in Nix versus Hedden?
MS. RICH: Is a tomato a fruit or a vegetable?
EDUARDO PENALVER: Very well put, thank you Ms. Rich.
And what was the court's decision?
MS. RICH: It depends. [LAUGHTER]
EDUARDO PENALVER: Thank you, Ms. Rich. I couldn't have put it better myself. You can take your seat again. Parents, in case you were wondering, this is what we've been doing to your children the past three years.
In all seriousness, what we've been up to is teaching them to become superb. That is to say, Cornell lawyers, and the kinds of precise and occasionally comical efforts at culinary categorization that I've been describing actually reflect a serious and quintessentially lawyerly skill. A skillful lawyer can immerse herself in seemingly mundane questions, the linguistic scope of the sandwich, the proper classification of the tomato, in order to help resolve important questions of public policy that matter deeply to the parties they represent. At issue in Nix versus Hedden, for example, was whether under the Tariff Act of 1883 tomatoes would be subject to an import duty that applied to vegetables but not fruits.
And the court reasoned that in the absence of evidence to the contrary, Congress most likely intended the tariff to apply to vegetables in the everyday sense of that word, which encompasses tomatoes along with other non-sweet fruits like the cucumber and the zucchini. By the way, the court's opinion in Nix versus Hedden contains what I consider to be a truly great line. It says, "the attempt to class tomatoes as fruit is not unlike a recent attempt to class beans as seeds." Those were simpler times.
It's, of course, easy to poke fun at the lawyers' tendency to parse. But our profession's reputation for verbal hairsplitting actually reflects a serious and important underlying moral commitment. Embedded within the heroic efforts of the courts and agencies to correctly taxonomize the burrito or the tomato is a recognition of a bedrock principle.
As Aristotle said, "an essential axiom of justice is that like cases should be treated as like." That commitment lies at the very foundation of the rule of law. It's the most distilled expression of the belief that legal actions must be rational. They must be susceptible to explanation with a justification. Of course, we can and we do disagree about what characteristics of a situation are meaningful, about which explanations for differential treatment hold water, and indeed, disputes about the concrete requirements of equal justice are among our society's most divisive.
And they're controversial because they're meaningful. They make a difference in people's lives. But the controversies generated by our disagreements about similarity or difference should not obscure our shared belief in the requirement of equal justice as foundational to the rule of law. The community of those who hold that belief is broad and diverse, to be sure.
Someone said that this community is so broad, so diverse that the commitment to equal justice is so thin, so devoid of substantive content that it's a triviality. But surveying the state of affairs in the world today, we can see that the community of those who affirm the rule of law, the rule of reason, the community of those who reject the rule of whim, brute force, or cronyism is not universal. And yet while a commitment to treating like as like is a necessary condition for the just rule of law, it's clearly not sufficient.
For much of our nation's history, our legal system treated certain groups differently not because it rejected the principle of equal justice but because it rejected the equality of those groups. So we cannot ultimately avoid our disagreements about the scope of equality. Nevertheless, our shared commitment to the rule of law and reason, to equal justice, structures that discussion. And I would argue it puts the onus of justification on those who would assert the significance of difference.
And perhaps this is why our legal history has been characterized by a progressive widening of the scope of equality. To be sure, that progress has been slow, uneven, and sometimes bought in blood. And yet the unmistakable direction of our legal system over the past two centuries has been towards a wider scope of equality.
But we still have work to do. The land on which we're gathered today is the ancestral homeland of the Cayuga Nation, an original member of the Iroquois Confederation. And at the time these parts were first settled by Europeans, there was among those settlers a widespread belief that Indigenous people had no valid claim to the land because they did not farm it in a European fashion. Settlers did not view the Native Americans as falling within the circle of legal equality.
And even after federal law explicitly recognized the legal force of native title, states and private citizens often simply disregarded Indigenous land rights, and the federal government typically looked the other way. The experience of the Cayuga Nation was not unusual. In a story that was repeated across the country, the Cayuga lost their land to the state of New York in a series of transactions that were in plain violation of the federal law at the time.
Two centuries later, the Cayuga Nation sued to recover possession of their lands, or alternatively, to obtain compensation for these unlawful transactions. After 20 years of litigation and a lengthy jury trial, a federal court ruled that the tribe was entitled to millions of dollars in monetary damages from the state of New York. On appeal, however, the United States Court of Appeals reversed that decision.
And the appeals court reason that the tribe had waited too long to bring its claim. The appeals court did so even though the tribe had brought the claim within the applicable statute of limitations established by Congress and even though the trial court found that any delay was due not to the tribe's fault. The appeals court justified its apparent departure from precedent by pointing to the complexity of the questions raised by native land claims.
Even if what happened to the Cayuga was illegal at the time, the court seemed to be saying, there is no longer any remedy available to them because the passage of time had made things too messy to fix. In a very carefully crafted dissent, Judge Janet Hall countered that the correct response to messiness is not to deviate from established legal meanings but to carefully follow, in her words, "the relevant precedent and established principles to reach the most legally sound conclusion. That is what the rule of law requires." And so she would have allowed the damages award to stand.
The story of the Cayuga Nation illustrates how fidelity to the rule of law demands more than abstract pieties. It requires the actual enforcement of legal rights, the equal protection of the law. And from that vantage point, the Court of Appeals decision falls short, at least in my mind. But even if you disagree, there can be no doubt that viewed over the sweep of its history, our legal system has failed the Cayuga Nation even as it continues to fail many others today.
We still have work to do. The rule of law requires that in practice and not just in theory we adhere to a commitment that no group or individual is beneath the law no matter how powerless or vulnerable they are. Can we honestly say that we've accomplished that?
By the same token, the rule of law requires that we affirm that no one is above the law no matter how rich or famous or powerful, no one. And can we honestly say that this is true of our legal system today? As I was saying, we still have plenty of work to do.
When our legal system is working well, it's the way we organize ourselves and implement our best ideas about justice. When it's working well, the law constrains bad people and guides the good. And even when it's working poorly, our legal system serves as a focal point for social reformers or as a way to institutionalize their successes. In either case, whether we're celebrating the law or trying to transform it, we're recognizing the law as a crucial, perhaps the crucial, tool in the never-finished project of building a more just and democratic society.
In 1940 in the shadow of Nazi aggression in Europe, the legendary Cornell historian Carl Becker insisted that the founding purpose of Cornell University was to maintain and promote the humane and rational values which are essential to the preservation of democratic society and civilization as we understand it, a democratic society and a civilization that were definitely under threat in 1940. And the just rule of law is one such value.
Cornell University's founders wisely understood this. From the start, they believed that the study of law had a vital role to play in this university's mission. And for this reason, Cornell's first President Andrew Dickson White wanted this university to have a law school. And he wanted that law school to produce exceptional lawyers, lawyers of character, lawyers who were, in his words, "well-trained, large-minded, and morally-based lawyers in the best sense."
There's never been a more urgent need for such lawyers. And just as AD White hoped, today, 131 years after our first convocation, Cornell Law School continues to produce just this kind of lawyer. And the evidence is here in this room. Class of 2019, I could not be more delighted to welcome you to the family of Cornell lawyers. Congratulations.
Now, as is our custom, we will be hearing from two of our graduates this afternoon, both of them selected by their peers to speak today. One represents our Juris Doctor class, and the other represents our Master of Laws program. We will also hear from a member of our faculty, also selected by today's graduating students. Speaking first will be our JD graduate, Rob Hendricks.
Rob was an undergraduate here at Cornell where he majored in government. In his junior year, he was accepted into Cornell Law School's early admissions program, meaning he spent his senior year in the College of Arts and Sciences as a 1L here at Cornell Law School. During his time at the Law School, he served as the managing editor of the Cornell Law Review, the general bench editor for the Moot Court Board, and a research assistant for the First Amendment Clinic. Rob is also a talented athlete and continued to play Cornell Varsity Sprint Football through his first semester of law school, a 25-plus hour per week commitment. After graduation, Rob plans to join Jones Day in Cleveland, Ohio, where he'll also cheer for his favorite Cleveland teams. Please join me in welcoming Rob Hendricks.
ROB HENDRICKS: Family, friends, faculty, staff, students, and may it please the court, as I prepared for this speech today, I had an eerily similar feeling to what we all experience as we learned Erie doctrine for the first time, [INAUDIBLE] Dilemma, and the rule against perpetuities. In the words of Michael Scott, in one sense, I knew exactly what to do. But in a much more real sense, I had no idea what to do.
And I think we can all relate as we look forward beyond graduation. But today is not the day for second guessing the future we have worked so hard. Rather, today is a day for staying in the moment and celebrating the people we hold dearest.
You have run a good race. And regardless of whether you made it here sprinting, jogging, walking, limping, or crawling, you've made it here nonetheless. And that's why we celebrate here today.
Congratulations, Class of 2019. Of course, no true celebration is complete without reflection. Those of you who are going to New York, or as I like to call it, the Cleveland of the East, know exactly what I'm talking. Truly appreciating a slice of authentic New York pizza at Sbarro requires reflecting on all the times you were stuck eating Papa John's.
In a similar spirit, I want to reflect briefly today on what binds us all together as those entering the legal profession-- people. Whether we want to admit it or not, when we boil down lawyering to its core, you will find that we are constantly serving others. When we research on [? Westfall, ?] we're serving others. When we interview a client, we are serving others. When we miss an episode of "Game of Thrones" to write a memo, we are serving others. When we run for political office, when we advocate for legislation, when we appear before a judge, or when we give a friend advice on how to get out of a parking ticket, we are serving others.
In fact, when we sit back and think about what the day-to-day life of a lawyer is actually like, we'd be hard pressed to find a situation where we're not actually serving others. The question is not whether we are serving others. The question is whether we are serving others well.
I would submit that the reason why the legal profession is so often negatively caricatured is not because we fail to serve others. It's because we fail to serve others well. And it's not as though we don't have a model for what service looks like.
Underlying nearly every belief system, whether it's sectarian or secular, Eastern or Western, ancient or modern is a certain ideal as to what service looks like. That ideal is summed up in some version of the Golden Rule, that we are to do unto others as we would have others do unto us. It seems simple enough. So where do we go wrong?
Take me for example. For our guests here, if you don't know by now, nearly every conversation of mine finds its way into an anecdote about the greatest city on earth. Say it with me, Cleveland, Ohio.
I love Cleveland. I wear that pride in my sleep. And I often project, those of you know me, that love unto others. My girlfriend could probably tell when, upon visiting San Francisco Bay for the first time, I said, oh, it looks just like Lake Erie.
That wasn't supposed to be funny.
All of that to say, how we treat others is often filtered through our own biases and assumptions. Far too often, we rely on our own biases and assumptions, refusing to acknowledge the experiences of those we cannot hear and who we actively choose to ignore. Perhaps, unfortunately, some of you here today have experienced that in your lifetime or in your legal training.
But today is a day for reflecting on the times where you have experienced genuine service, when you have felt what it's like to be fully known, fully understood, and fully accepted. It is those times which we celebrate today. It is those times that Cornell alum Andy Bernard is referring to when he says, I wish there was a way of knowing we were in the good old days before we'd actually left them.
In its truest sense, the Golden Rule captures what we desire most-- to be known, understood, and accepted. And the Golden Rule challenges us to extend that same understanding and acceptance onto others. Just as we desire at the core of our being to be known, understood, and accepted, so too we must engage in the hard work of truly knowing and understanding others.
So in that spirit, I want to take a moment for reflection. Think of a person or persons in this room or watching from home or watching from heaven that have been a source of authentic community for you, a person who has made you feel known, understood, and accepted, a person who has made you feel at home even when your circumstances made you feel so far from it. That person could be a classmate, a family member, a friend, a mentor, or someone sitting up here on the stage.
Do you have an image of that person? Make sure you take the time to thank them today. And just as that person has made you feel known, understood, and accepted, now you go and do likewise. Perhaps that's what it means to be a lawyer in the best sense. Congratulations, Class of 2019.
EDUARDO PENALVER: Thank you, Rob. It's now my pleasure to introduce our LLM speaker, Fouad Debs.
Before coming to Cornell Law School, Fouad received his Bachelor of Arts degree from the American University in Beirut and his Bachelor of Laws from the Universite La Sagesse. And he worked as a lawyer for Debs, Saade, and Associates in Beirut, Lebanon. Fouad speaks four languages, and he has expertise in culinary management, having owned and operated a restaurant for several years.
At Cornell, he served as the president of the LLM Association and also on the intake team for the International Refugee Assistance Project. After graduation, he plans to sit for the New York Bar and will return to Debs, Saade, and Associates in Beirut. Please join me in welcoming Fouad Debs.
FOUAD DEBS: My first question would be to Rob. How long did it to take you to practice this? Because you're way more better prepared than I am.
This is a happy moment. But the fact that it might be the last time we are all physically here in the same space makes it a bit sad and important. And I guess this is why you asked me, the most serious person in this room, to give a serious talk.
But following Robert's words, I realized that I may have gotten the memo wrong. So I ended up writing a note to you, my friends. Like many of us, I'm not from here. I come from a country that has a tree on its flag, the famed Lebanese Cedar, known for its longevity, sustained by its deep roots, its origins. A Lebanese expatriate thinker, [INAUDIBLE], wrote extensively on this notion. What makes my origins?
Definitely my parents, to whom I owe everything, my sister, uncle and [? aunty, ?] my dogs, definitely my friends and my co-workers-- everyone whose lives and mine came into significant contact, enough to send my roots in this or that direction, and here we are, people from all over the world, classmates friends. After a year long at the [INAUDIBLE] winter, connected in the [? depths ?] in our roots and our origins. Now, for the funner part, I still remember how before the start of our orientation [? Christof ?] proposed for the early comers to meet.
I immediately knew I wanted to be friends with him. And look at us now. I know you have my back, and I'll always have yours, although you're twice my size. But the biggest thank you would be for introducing [INAUDIBLE] into our lives. And the life saving [INAUDIBLE] hosted me on my first day when I had [? the ?] [INAUDIBLE]. They didn't even know me. Now that's a bit crazy.
I remember how we all contributed to pay the fine to our classmate-- let's call him Ben-- got when he threw a big party at his place. So Dean Houghton, we might need to talk about my character [? and ?] [? fitness ?] for the bar.
Alexander, you seemed like a social hermit at first and turned out to be a social animal, a really nice one. You and [INAUDIBLE], you taught us how any basement could be fun, especially the library's basement. Thank you for that. [INAUDIBLE], [? Jonathan, ?] [? Kang, ?] [? Radica, ?] you showed me in the association the importance of patience and teamwork. Thank you also for that.
[INAUDIBLE], your singing and guitar performances really made our events at night more lively and lovely. I hope we get to hear it soon again and often. [? Malena ?] offered us a home during Thanksgiving when the town was literally freezing and virtually empty. Thank you for that and for constantly providing a safe space for my lame jokes. This speech, or failed stand-up audition, is partly your fault.
Seeing the ever-radiant and smiling [? Kenjiro, ?] [? Masahiro, ?] [? Luigi, ?] [? Mitsuhiko, ?] [INAUDIBLE], [? Jay, ?] [? Ba, ?] [? She, ?] [? She, ?] and [? She-- ?] I might have added an extra [? She ?] there-- is a needed instant mood boost. [? Stinos, ?] thank you for all the training, for training us all in the gym. Keep spending your time and effort on others, and I'm sure you'll end up broke and homeless in this world.
On a more serious note though, I do believe that good things happen to people who generally do good. [INAUDIBLE], I admire your aspiration and business drive. I would like to learn more from you. [? Lucy ?] and [? Ruochen, ?] every time I run, I imagine you were running next to me on the treadmill and us cheering each other to run more. Welcome to my nightmare.
And speaking of nightmare, [INAUDIBLE], I once sent a picture of a crawling insect in my apartment. And 10 minutes later, you were under my building with a spray. Thank you for that.
Although law school has been tough, it's a bit hard to feel down, especially when you have [INAUDIBLE] around and sharing all his love and Marcus making us laugh all the time to the point that it becomes instantaneous to laugh when he is there even if he doesn't say anything. [INAUDIBLE], your dancing and singing performance are simply a pure bliss to watch. [INAUDIBLE], I am truly touched by your uplifting writing. [? Calvin, ?] [? Kenny, ?] [? Bruce, ?] [INAUDIBLE], we shared a few classes and several library sessions. And you taught me a lot about hard work and perseverance, something I'm not planning to do any time soon.
[INAUDIBLE], thank you for showing us that our impression of [? Parisian ?] was not on point. I finally made good friends with the [? colonizers. ?]
We have been through a lot together. Jonathan broke his arm while skiing in February. And [INAUDIBLE] and [INAUDIBLE] took care of him until his mother came. She hasn't left him since. She's still here, actually.
[INAUDIBLE], I remember how a brief period of sadness strengthened our friendship. So I hope you don't regret the bad times, because you gained me as a friend, and this is priceless.
How I miss [? Anna, ?] her hugs, our talks about our revolution, Latin American, and feminism. But what I miss the most are her homemade pasta. We have really grown together, in size mainly.
[INAUDIBLE] and [INAUDIBLE], thank you for the extra portion of omelette and pancakes you'd excitedly give us in the dining hall. [INAUDIBLE] and [INAUDIBLE] also contributed to broadening our culinary experiences by inviting us to our first hotpot when they heard we've never had one. And then our experience became truly international.
[INAUDIBLE] and [INAUDIBLE], thank you for single-handedly, or double-handedly, organized the most epic spring break to Mexico where we found out that [INAUDIBLE] couldn't really swim. But instead of leaving him behind, we did drag him with us on the cenotes and taught him how to swim. I hope [? he does know how. ?]
[? Sergio, ?] [INAUDIBLE], [INAUDIBLE], [? Alexis, ?] [? Ricardo, ?] we all nagged a lot about the workload we had. But you never did, despite having that full time job called parenting. Your super cute kids are lucky to have you as parents.
We faced some [? silent ?] challenges in cold and isolated Ithaca, but never when it came to finding a place to gather thanks to our super host, [? Lisa, ?] [INAUDIBLE], and [INAUDIBLE]. And the older I grow, the more I'm convinced that it's not always about being right. So even if [? Kristen ?] is anti-Chavez and I am pro-Chavez, we decided to put that aside to continue having our friendship. Or at least I think we did, right?
We're a sweet and loving bunch. And thankfully, our adventure won't end here. We were already invited to [? Haider's ?] wedding and soon after to [? Rafa's ?] wedding. We might have invited ourselves, but hey, at least we're going to be seeing each other pretty soon.
And even when the party stops, the music will never, especially with the voices of [? Melinda, ?] [? Kelly, ?] and [INAUDIBLE]. And that's not [? technically ?] because of your singing. So and then there's the people who gave the process a fuzzy and homey feel.
We had tons of questions for Dean Houghton and always received our answers right away. I thought she stayed awake for us. But turns out, she spends a lot of time in different time zone. But it's still very appreciated, Dean.
Same [? applied to ?] [? Ms. ?] [INAUDIBLE], dealing with our association and event, Ms. [INAUDIBLE], helping us with our resumes and cover letters-- Dean Miner [? and the ?] [? MP, ?] even though I just met you, and this is crazy, I can tell the level of support you provide is matchless. We learned a lot from our faculty. And I would like to thank Professors [INAUDIBLE], [INAUDIBLE], [INAUDIBLE], [? Green, ?] [INAUDIBLE], [? Noah, ?] [? Morovah, ?] and more. Thanks to all of you, my origins are now spread.
Whether we go back home to our previous lives or moved to new terrains, the experiences and human connection we have established will forever be part of us. The mere fact of being here is an indication of the great privilege and the potential power we have. We have a moral duty to use this to empower the underprivileged and to be lawyers in the best sense, because only then justice is possible. We are all lawyers or soon to be ones. We are the [? synergy ?] of the human kind, robust and up for the hardest challenges.
We have the power to break through the hardest [? grounds ?] and sustain the heaviest loads and create a new reality. The microcosm we created here at Cornell could be a template for a new world where origins interconnect and grow stronger in symbiosis, not weaker in inequality, a world where we are here for one another, actively working for inclusive policies and an unwavering demand for justice. So let us walk out of this space with a renewed determination to participate in the political, economic, and social processes in our countries, to fight discrimination and exclusion [? in ?] [? your ?] vision of the world.
And for my American friends, I think it is high time to make not just America but the entire world great again by actively supporting people who are maybe not in power right now. A new world is more possible now that we are a little bit more knowledgeable and interconnected. Thank you. Next.
EDUARDO PENALVER: Thank you, Fouad. It's now my great pleasure to introduce today's faculty speaker, Professor Charles Whitehead. Professor Whitehead is the Myron Taylor Professor of Business Law. He joined the Cornell Law School faculty in 2009.
Before coming to Cornell, he taught at Boston University School of Law. Professor Whitehead received his undergraduate degree here at Cornell in the College of Arts and Sciences. He went on to earn his JD from Columbia Law School. After law school, he clerked for the Honorable Ellsworth Van Graafeiland at the United States Court of Appeals for the Second Circuit before practicing in the United States, Europe, and Asia as outside counsel and general counsel of several multinational financial institutions.
His scholarship focuses on financial markets, financial regulation, and corporate governance. He is the co-director of the program on Law, Finance, and Transactions within Cornell Law School's Jack G. Clarke Institute for the Study and Practice of Business Law. And he was the founding faculty director of the Law School's program in Law, Technology, and Entrepreneurship at Cornell Tech. Please join me in welcoming Professor Whitehead.
CHARLES WHITEHEAD: Dean Penalver, faculty colleagues, friends, and family, but most of all, members of the Cornell Law School Class of 2019, and a quick shout out to the Tech LLMs who have come up here from Roosevelt Island.
Thank you for inviting me to speak today as we mark the end for most of you of your formal legal education at Cornell Law School. I was touched and honored to be asked. It's a teacher's greatest privilege to address a class as it stands on the world's door step. In a very real sense, the entire world lives before you today. It's exhilarating to contemplate all the great things you will all do.
The completion of your law school education, as I know you know, is no small feat. It's the culmination of years of accomplishments and successes of which you, your families, and your loved ones and friends should be especially proud. And for moms, this is a particularly special moment coming just before Mother's Day, one of many I'm sure your sons and daughters, grandsons and granddaughters have given you and certainly not the last.
For our graduates, today has its own significance. Today is the first step in a transition for most of you from the world of learning to the world of practice as you take with you years of dedication and hard work and apply them to the real world beyond but with a critical difference. For the first time for many of you, your work will now affect others' lives rather than simply your own grades. As important as your work has been to this point, now within your grasp, as some of our best and brightest, is a real ability to help others, to influence the law, and to shape society.
You've no doubt mastered many of the skills you'll need to become good lawyers. And I'm sure you'll continue to learn over whatever the course of your lives and your careers take you. But is that enough? Is learning how to structure and negotiate? Is mastering the art of Delaware General Corporation Law Section 141(a)? Is parsing Securities Act Section 5(b)(2) and in connection with that 4(a)(3) and Rules 174 and 172?
Are these all that it takes to be a good lawyer? There's a cartoon from a few years ago in The New Yorker magazine. In it, a man, a lawyer, is sitting in a clown costume in his law office. And he's facing an obviously skeptical client.
Picture this. He's wearing a clown costume. And the lawyer says to the client, look at it this way. If I weren't a very good lawyer, could I practice in a clown costume? So what does this cartoon tell us? It tells me that being a very good lawyer matters. And you want to be very good, not just for your clients or your employers, but also for yourselves.
Because when you are very good, you have much more control over your work and your lives, and you can dress however you want. Just ask any of my colleagues, your law professors. But that's only the half of it. What's less clear is what it means to be a very good lawyer, not just very good, but an excellent lawyer.
Being committed to your work, being good at the details, making sure the I's are dotted and the T's are crossed, these are all important practicing law. And for some, these will be enough. But what I know you know and what we've strived to imbue in you as students is a lawyer who excels is more than someone who is technically adept. It requires from you a commitment to do more as you move on in life.
Remember, lawyers are advisors, counselors as often as they are advocates or deal specialists, if not more often. People come to us for advice about what they can and cannot do, advice they typically can't get elsewhere. Your counsel will be sought in many cases by people with less experience and perhaps with less perspective than you have on the matter at hand. And this places a responsibility on the shoulders of our profession, a responsibility that isn't always meant.
It's why as lawyers we cannot confine our advice simply to a narrow view of what's legal and what's not, to dotting I's and crossing T's. Our commitment must go beyond that. We must also be prepared to speak with our clients about what we think is right, to bring our judgment to bear.
Now you will develop your own judgment. Along the way, you'll probably make a few mistakes. I've certainly done so. But in the process, I hope you'll gain something from them, to build on those mistakes, to learn from them in order to develop a better sense of what's right and what's wrong.
Many years ago when I was a summer associate, I was assigned to a deal for an Italian company, our client, who was buying a US target. It was tense, a lot of back and forth with lawyers on the other side from a prestigious Boston law firm, not in Cleveland. We met in New York at a financial printer to get the materials ready to file with the SEC in Washington. Everybody else then went home.
I, however, hadn't finished a memo that was due the following morning. And so I returned to the office. A few hours later, the phone rang. It was a partner vacationing in Europe who told me that our client had called the deal off and I should stop the SEC filing. So I called the financial printer where the package was supposed to be waiting only to find out that it had been picked up by a messenger from the Boston law firm to take to Washington DC.
What to do? Now, remember, this was before the age of cell phones. Well, I recalled from law school my obligation to represent my client zealously. So with zeal, I called our Washington office and asked them to send two of our biggest, baddest messengers to the SEC to do whatever was necessary to waylay the messenger, a guy named Joe who the financial printer described as a short, balding middle-aged man who smoked a cigar, and then to call me when they did.
Off the messengers went, and I returned to my memo. About 30 minutes passed, and the phone rang again, the partner in Europe, but now telling me the deal was a go. So I should let the filing take place.
At that point, there was no way to reach anyone. Remember, no cell phones. So I figured I'd wait for the messengers to call me, and then I'd let Joe file the papers. 15 minutes later, the phone rang a third time. Mr. Whitehead, the messenger began, calling from a pay phone, we've got Joe.
But I thought I should tell you he's really mad. Well, of course he is, I thought. Who wouldn't be? The messenger put Joe on the line. Who in the hell is this? Joe asked. Joe then cut me off. I really don't care, he said, before unleashing a tsunami of profanity.
Now, I wasn't too troubled. Joe was blowing off steam. Who wouldn't? But then he began to shout, get me Steve West. Get me Steve Grant and a few of the other senior partners at the firm. Ah, it dawned on me.
Joe isn't a messenger. And it turned out he wasn't. Joe was the boss to the law firm's managing partner who had a meeting that day with the chairman of the SEC and decided to do the filing as a favor. Yes, as a summer associate, I man-handled the managing partner of the opposing law firm.
So what does this story tell us about your careers? Perhaps it's obvious you will make mistakes. We all do. What may be less obvious is the value that they hold. Learn from your mistakes. Gain from them a better sense of perspective of judgment.
You could argue I simply did what I was told, although I'm pretty sure no one told me man-handle Joe. But as painful as the lesson was, it had a value. It taught me to pause and reflect on a problem no matter how urgent it appears, not simply to react to it. And that lesson has stayed with me since.
As importantly, it reinforced the lesson I grew up with and one that should stay with each of you. Treat every Joe or Josephine with respect whether they are the messenger or the managing partner. Developing your own sense of judgment can be difficult. Representing a client, even with the best of intentions, can cause a lawyer to change her beliefs, oftentimes without even noticing.
And so as a lawyer, you need to be vigilant. On the one hand, in order to be effective, you need to learn the details of your client's business to walk in their shoes. On the other hand, you need to be able to stand apart and bring your own judgment to bear, to consider the consequences of what your clients want to do independent of their own expectations.
I recall as a young lawyer going home for Thanksgiving and bringing along the papers for a new security, a derivative that I was working. It was a brand new product, something no one else had ever done. It required new SEC and stock exchange rules. And I was eager to make sure that everything tied together just right.
I spread the papers on the kitchen table and went out to see friends for a few hours. When I got home, my dad, who had been reading the papers, had a troubled look on his face. Chuck, he said, I read over what you're working on. It's pretty complicated stuff.
And I think I know what you're doing. But is it the right thing to do? What he was asking was whether it was right to sell those complex products to the general public. That particular instrument turned out well, nothing like the derivatives that blew up Wall Street about a decade ago. But I've often thought about his question, particularly over the years as I've worked on other deals and faced other hurdles.
Because it was the right question to ask. And frankly, the question isn't asked often enough. The fact is there will be some who won't want to hear your views. They'll simply want to hear that what they're doing is right.
It happens all the time. And there's a lot of yes men and women who will fall right in line. That can be a problem. But more often than not, it's less an issue of whether your views are valuable and more how to present your advice so that not everything that needs to be heard is heard. Over time and with experience, you'll learn how to get your points across, remembering the focus is to ensure your clients receive the full measure, the full benefit, of your counsel, even if they don't always take the advice.
None of this is easy. But I'm not troubled over whether you can develop these skills or whether you'll know what to do when the time comes. I've had the chance to get to know many of you. And it would be hard to assemble a more decent, a more thoughtful group of people.
So perhaps I could sum it all up this way. When you're faced with a tough decision, when you're not sure what to do, take a few moments to reflect, to walk a few steps and look back at yourselves. Ask, is this the right decision? Commit to developing your own sense of judgment. Sometimes, without disclosing confidences, you may benefit from checking with family or friends.
I'll even give you my dad's phone number. Think twice before sending messengers out to manhandle Joe. But then be prepared to discuss the question and your sense of the answer with your colleagues and your clients. Dean Penalver quoted President White who set as the Law School's goal "the production of well-trained, large-minded, morally-based lawyers in the best sense."
There's a lot of ambition packed into that short phrase. But I do think it describes the education the Law School has imparted to you. As I'm sure you know, my colleagues and I have delighted in the opportunity to introduce you to the law. It's been a privilege teaching you, one that we've all been honored to share. We hope-- indeed, we expect-- you will all do great things. May each of you thrive in your lives and in your careers as you have here at Cornell. Congratulations. And please keep in touch.
EDUARDO PENALVER: Thank you, Professor Whitehead. As impressive as all our speakers have been this afternoon, we now come to what I suspect will be the highlight for most of you, the formal recognition of our graduates. At this time--
Yeah, go ahead. At this time, I will turn the proceedings over to our Dean of Students Markeisha Miner.
MARKEISHA MINER: Thank you, Dean Penalver. We begin this afternoon with our candidates for the Master of Laws.
The following are the candidates for the degree Masters of Laws in Law, Technology, and Entrepreneurship.
The following are the candidates for the degree of Juris Doctor and Master of Laws in International and Comparative Law.
The following are the candidates for the degree of Juris Doctor.
Please join me in congratulating the Cornell Law School Class of 2019.
EDUARDO PENALVER: Congratulations, all of you. You can stay standing, because we're going to stand for the alma mater. Before we conclude though, could we please give a round of applause to Linda [INAUDIBLE], our dean of students for her masterful reading of the names, and all the staff--
--all the staff who made this celebration possible? As we sing the alma mater, we're once again accompanied by members of the Cornell Wind Symphony under the direction of James Spinazzola. The words appear on the last page of your program. Once we conclude singing the alma mater, please remain standing while the faculty recesses out of the arena. And then please join us back at the Law School for a reception to celebrate our graduates. Thank you.
[MUSIC - "FAR ABOVE CAYUGA'S WATERS"]
[MUSIC - "MY OLD CORNELL"]
(SINGING) Oh, I want to go back to the old days, those good old days on the hill, back to my Cornell, for that's where they all yell Cornell. I yell Cornell. Cornell! Far above Cayuga's waters, I hear those chiming bells. Oh, I'm longing and yearning and always returning to my old Cornell.
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Cornell Law School honors the Class of 2019 at its convocation ceremony May 11 in Newman Arena, Bartels Hall.