We as attorneys are described in many ways. Sometimes flattering, sometimes not. But one way to describe us that will always fit is “constant learners.” The law is notorious for moving slowly, but it is always moving. Occasionally, there is a sea change, but often it is through constant tweaks. There are the laws (we like to call them statutes or ordinances depending on who passed them) created by legislatures. There are regulations created by administrative bodies. Then there are courts and their interpretations of each. Law is always shifting – sometimes a lot, sometimes a little, but always changing. And there are always gaps to fill in. Clients have an interesting way of posing questions that have no clear cut answers.
That means that we can’t simply rely on memorizing something and have it be set. For example, Wisconsin had statutes on the books for how limited liability companies work since 1993. On April 14, 2022, Governor Evers signed into law the Revised Uniform Limited Liability Company Act created by the Uniform Law Commission, with some Wisconsin-specific changes, which repealed that prior law. So starting January 1, 2023, we had a whole new statute to implement with new regulations and court interpretations sure to follow. All of those memorized citations and phrases gained over the past 30 years aren’t so applicable anymore.
So what’s a lawyer to do? Same thing all business owners do – recognize the very important difference between memorization and learning, and the difference between memory and understanding. When we start out in any field, we resort to the same approach that let us pass our spelling tests of yore. We sit down and go over word after word until we memorize all of the silent consonants and tricky vowel placements. But to level up, the “good” spellers learn the why. Yes, the Scripps Spelling Bee students certainly have more words memorized than most, but their true talent is knowing the “why” and “how” words are formed. It is not a stalling tactic when they ask for the definition of a word. They are looking for clues, how to fit the unknown word into a known pattern. If you know where it came from and what it is trying to convey, then you can usually get pretty darned close to the spelling. Similar tactics can be used when you come across a word that you don’t know. If you know the building blocks, then you can often sleuth out the meaning until you can get to the dictionary (or look it up on your phone depending on your age).
So if we know where the LLC law came from (the need for a more flexible operating structure for small businesses) and where it is going (more consistency among states), we can understand the statutes and regulations and better predict court interpretations. We can write better operating agreements and advise clients about risks. We can read and understand the language of the law rather than trying to memorize it. So let’s not spend our time trying to memorize each little intricacy. Instead, let’s look at the pattern, the direction, and the intent to spell out a better understanding of how we want to move forwards.