Egon Guttman

Remarks on receiving the American University Washington College of Law’s

Egon Guttman Casebook Award for

Corporate Governance: Principles and Practices (2d ed.)

April 13, 2015

Professor Walter A. Effross

I’d like to thank the Selection Committee for this award.

I’d also like to thank Dean Claudio Grossman for his continued support and encouragement for my research and writing; and Law Librarian BJ Kaufman and our other colleagues in the Pence Law Library, for whom no request has ever been too large, too small, or too obscure.

One summer some years ago I spent a lot of time going through a pile of Business Associations casebooks to see whether there was anything I should add to the one I used in my course.

I did find some useful material.  However, it struck me that none of the books treated corporate governance—the balance of power among shareholders, directors, officers, and stakeholders—in the sustained or deep way that I thought the topic, and our students, deserved.

So I started developing some materials of my own.  Eight years ago, I taught Corporate Governance at WCL for the first time.

Over the next few years, I expanded my materials, which I “test-drove” in that course, into what became the very first corporate governance casebook , and which today is one of only a few.  Next spring, the students will be working with additions and updates that I’m now preparing for the third edition.

Once again they’ll be identifying and developing topics, presenting their works in progress, and preparing papers designed to satisfy the Upper Level Writing Requirement.  Special appendices that I wrote for the second edition encourage the students to use the paper-writing process, and then their attempts to publish their papers, as opportunities to expand their professional networks and career opportunities.

In building the casebook “from the ground up,” I learned, and shared with my classes, a lot of lessons, which I think apply to more than just this project and their papers:

First, how crucial it is, and how it’s worth every minute of time you spend, to prepare a good outline, even though you just want to start writing already.

But second, how important it is, once you do start writing, to treat the outline flexibly, as a guide rather than a blueprint.

Third, just how much material you have to read, analyze, and assimilate to do the job right.  As the 17th-century scientist and alchemist Robert Boyle observed, “to be able to write one good Book on some Subjects, a man must have been at the trouble to read an hundred.”  So again, my thanks to the Pence Law Librarians.

Fourth, how challenging it is to distill those large masses of information down to their essentials.  As jazz trumpeter Dizzy Gillespie said, “It took me all my life to learn what notes not to play.”

And fifth, how fulfilling it is to expand and modify the book as new developments in law and business happen, literally, on a daily basis.  Sometimes I think of the book as a huge garden where there’s always something new to work on, or work with, as the weeks and seasons change.

I’ve often talked about those issues with our colleague Egon Guttman.

From my very first day at WCL, Egon has given me a lot of valuable advice on teaching, on service, and on scholarship—and, in the last few years, on the casebook as well.  Every single time I’ve talked with him I’ve learned something.

When I first told lawyers I’d practiced with, and then other academics, that I’d joined the WCL faculty, many of them said, “Oh, so you’re working with Egon Guttman now—please give him my regards.”

So I saw very quickly how widely and well Egon was respected among commercial lawyers and teachers.  For my work to be recognized today with an award named after Egon means more to me than you could know.

In some ways I think that my book carries on a number of the practices and perspectives, and, I hope, some of the “sechel” (which can be loosely translated from the Yiddish as, practical wisdom) that I most identify with him.

First, like his casebooks and treatises, it combines research and teaching.

Second, like Egon, I’m always delighted to hear that practicing lawyers have found my work useful, and I welcome and invite their comments and suggestions.

Third, I’ve noticed that many of the wide variety of law courses that Egon has taught over the decades, and much of his scholarship, shows his career-long commitment to the protection of “little people,” the consumers, what some might call “the 99 percent.”

In Yiddish, once again, the relevant word would be “rachmonos,” sometimes translated as, compassion.

In the same way, my book, and my Business Associations and Corporate Governance courses, are about not only corporate executives and majority shareholders, but also the minority (that is, non-controlling) shareholders—and “stakeholders,” who don’t own any shares but who, for instance, work for a company or who happen to live where it has facilities.

Egon, like Dr. Donald “Ducky” Mallard (played by David McCallum) on the tv show “NCIS,” has been a lot of places and done a lot of things, and always has a personal or historical story that helps illuminate whatever’s going on.

But I think Egon is actually even more like another character— the music teacher Benjamin Shirofsky (played by Albert Hague) in the 1980s movie and tv show, “Fame.”

Like Mr. Shirofsky, Egon goes beyond teaching details and theories.  He conveys to students a passion and enthusiasm for the lawyer’s ways of looking at things—but without losing sight of the lawyer’s, and the client’s, humanity.

I’ve heard that in earlier years, Egon made it a practice to walk through our library during the stress of exam periods: to reassure students, to answer any questions, and, just by being there, to show that he supported them and their efforts.

I think that, like Dr. Mallard and Mr. Shirofsky, Egon is “old school” in the best sense of that term.

It’s impossible for me to talk about Egon without using one more Yiddish word: “mensch,” which loosely translates as “gentleman,” but actually conveys many more dimensions than that.

In conclusion, over the years I’ve known him, I’ve heard a lot of stories from, and some about, Egon.

But the best “Egon story” that I know, and one I think about a lot in the context of the ethics and the “optics” (appearances) of executives and lawyers, is this one:

A few years ago we were talking about siddurim, or Jewish prayer-books.   Congregations traditionally present them to members who are observing their bar or bat mitzvah, which of course recognizes not only a chronological maturity but also an increased moral and spiritual responsibility.

Egon mentioned that a rabbi had just requested his opinion on the best siddur to give on such an occasion.

Which one did you recommend?  I asked.

Egon told me, One that not only contains prayers for services with the congregation but that also includes prayers for someone to say in the home, and by himself or herself.

To me, that’s the quintessential Egon: interested in, and interested in educating people about, doing “the right thing” not only in public, where everyone can see it, but also in the privacy of your home and of your heart.

I’m proud to call myself a colleague of Egon Guttman, and I’m prouder to call him my friend.

And I’m especially proud today to have received for my work an award that honors his achievements, his example, and his legacy.

Thank you all; and thank you, Egon.