The power of bringing the real world into the lecture theatre
Mark Cunliffe’s goal is to prepare law students to hit the ground running when they enter the workforce.
Mark, whose ‘day job’ is as General Counsel at the New Zealand Takeovers Panel, is now in his second year teaching Mergers & Acquisitions Law, a course he designed in collaboration with the Law School.
Reflecting on his own time as a student at Victoria, Mark recalls how much of what he learned was theoretical. While this provides a good grounding and is ideal for future judges’ clerks, litigators, or academics, he says it risked leaving graduates underprepared for corporate or commercial legal practice.
Initially drawn to litigation and public law, Mark displayed remarkable intuition when, despite having no prior interest, he chose corporate M&A as one of his summer clerk rotations.
“I picked my favourite—public law—and my second-least favourite—corporate M&A,” he explains. “I wasn’t expecting to enjoy it, but, because you don’t know what you don’t know, I figured it conceivably might interest me. In any case, I was keen to get it out of the way!”
Driven by curiosity and a desire to broaden his knowledge, Mark recognised early that sometimes the least expected path can become the most rewarding. He soon discovered that corporate law was in fact his intellectual home, as it combined strategic thinking with technical ability.
On completing an LLB (Hons) at Te Herenga Waka, Mark was admitted to the bar in 2004. He worked for Simpson Grierson in Wellington, Travers Smith in London, and Bell Gully in Wellington, where he was a senior associate in its corporate department from 2012. In 2018 Mark joined the New Zealand Takeovers Panel as its General Counsel, helping the Panel with its oversight of public M&A in New Zealand.
Having practised corporate law for more than 20 years, Mark felt there was a gap in legal education that called for something more practical. However, it was after being hit with long COVID in 2022, which saw him off full-time work for around six months, that Mark decided he needed to give something back.
“My first thought for charity was being a Cub leader for my daughter’s Scouts group! But I was conscious I hadn’t done any pro bono work in some time. I knew Petra Butler from my time at Victoria, who was acting Dean at the time, so I spent a couple of days developing a course plan and pitched it to Petra,” he says. “Petra and [current Dean] Geoff McLay were both immediately keen on the idea and things moved from there."
It was quite a special thing to put the course together with Petra and work with Geoff—they were both enormous influences on me as a student and I’ve carried some of their lessons through with me until today.
Mark Cunliffe
What Mark devised formed the basis of LAWS 367, which introduces students to mergers and acquisitions with a particular focus on public market transactions.
“It’s very much a combination of practical and commercial matters with technical legal content,” Mark explains. “I deliberately started my very first lecture by having a friend of mine—a former chief executive—come in to talk about what they want out of their lawyers. I do that because it’s the reality: in practice, no one would come to a lawyer to discuss a random theoretical legal theory. It just does not happen.”
Mark says he tries to frame the class by starting with the commercial imperatives and then working in the law around it. “That’s how you have to do it in practice, and I think there’s room for that in third-year papers. You have to create a bridge between the academic aspects—which are critical—and how it applies in a commercial setting. Fundamentally, being a corporate or commercial lawyer is about using the law to provide commercial solutions—the law is the means, not the end.”
Connecting students to industry through work-integrated learning is something the University is prioritising in its strategic goals. It’s a concept Mark is embracing, having seen first-hand the value of combining academic knowledge with opportunities to learn from experienced ‘real world’ practitioners, which allows students to see the theory come to life.
“I know a lot of the top operators in this particular line of work, so I’m able to rope in practitioners from around the country to come and give different perspectives on M&A law. I’ve been amazed how many people want to come and share their thoughts with the students and help out—incredibly, I’ve had to turn some people away.”
Mark’s professional relationship with the directors of corporate law firm Harmos Horton Lusk has brought about even more benefits. “Off their own bat they volunteered to give some money for the top-performing students of LAWS367—the top two students receive a prize of $1,000 each, which is extremely cool.”
Alongside the guest speakers, Mark takes a very practical approach to teaching M&A law.
“For example, we spend three lectures going over a sale and purchase agreement and really pulling it apart and explaining the different concepts. Similarly, we’ll be poring over takeover documents, scheme implementation agreements, all that type of stuff."
We’re not just looking at case law—we’re looking at the actual agreements that you might negotiate.
Mark Cunliffe
Mark fits his lecturing in around his work at the Takeovers Panel, where he leads a team of four lawyers. “The Panel effectively ensures that when you have a takeover of a listed or widely held company, it follows an appropriate process,” he explains. “In that respect we’re a process regulator, a bit like the Financial Markets Authority, but there’s also a quasi-judicial function where the Panel will assess compliance with the Takeovers Code.”
He says volunteering to share his expertise with the next generation of lawyers via LAWS367 is a mutually beneficial arrangement.
“It’s a good way to keep me focused. As you become an expert in an area, you’re always looking for new ways to really challenge yourself. One of the things I believe is that you can only really teach if you know something extraordinarily well—you can’t be an effective teacher if you don’t have that degree of knowledge,” says Mark. “I think it also keeps me grounded because as you get more senior in your career, you forget what you didn’t know back in the early days and how to explain concepts or where people might go awry. For this reason, I think the lecturing helps me in my job at the Takeovers Panel with teaching junior lawyers, as it forces me to really think about what gaps they might have in their knowledge, and how I can help them. So there’s definitely an interplay between the two roles, and it challenges me academically to really know my stuff when I come into class.”
Mark says he has a lot of hope for the next generation of legal minds coming up the ranks.
“All the guest lecturers have commented on how engaged and how thoughtful the students are, and that they’re demonstrating some good lateral thinking as well. That’s been really encouraging, especially given the current state of society and at a time when everyone’s a bit down and we’re going through an economic recession. It gives me a bit of optimism about everything.”