Abstract
<jats:p>This article analyses the role of corporate lawyers (sometimes refereed as transactional lawyers) in the structuring of business transactions through the lens of leading theoretical approaches. It begins by examining Ronald J. Gilson’s model of the transactional lawyer as a “transaction-cost engineer,” explaining the lawyer’s value as a specialist who mitigates market imperfections through legal design and thereby enhances the economic efficiency of deals. The discussion then briefly presents three subsequent theoretical models that build upon Gilson’s ideas: Manuel Utset’s “credible information producer,” Steven Schwarcz’s “compliance facilitator,” and George Dent’s “enterprise architect.” Each of these models highlights a distinct dimension of the corporate lawyer’s value: Utset focuses on the reliability of information and the fostering of investor trust; Schwarcz emphasizes the reduction of legal risk and regulatory non-compliance; and Dent draws attention to the creation of institutional stability and long-term cooperative environments. The article argues that a transactional lawyer is not merely a drafter of legal documentation but a designer who builds a bridge between law and economics. Through legal instruments, the lawyer reduces market uncertainty, produces information, instills legal credibility into transactions, and shapes stable inter-firm relationships. The article demonstrates that, in modern practice, the role of the transactional lawyer is dual in nature: on the one hand, acting as a guardian who anticipates and prevents legal risks; on the other, functioning as an innovator and designer who aligns legal possibilities with economic objectives. On the basis of these findings, the article provides an academic explanation of the mechanisms through which the institution of transactional lawyering creates economic value and lays a theoretical foundation for future research in this field. At the same time, drawing on the implications for legal education, it argues that effective application of these theoretical models requires law school curricula to be strengthened with practice-oriented and skills-based approaches. Keywords: corporate lawyer, transaction costs, legal compliance, institutional stability, information production, economic efficiency, legal design, Gilson model, legal education, practical skills development.</jats:p>