Transactional Skills Program

Lawyering Beyond the Courtroom

Most people’s idea of a lawyer is the traditional trial lawyer. But today, many lawyers rarely see the inside of a courtroom. Outside the courtroom, these transactional lawyers help business owners and other clients with the legal aspects of complex transactions and deal with all kinds of documents from confidentiality agreements to due diligence memoranda to contracts to closing documents and more. Dealing with these types of documents is called “transactional lawyering.”

Transactional lawyers work to protect the interests of an individual, business, or organization in a commercial, non-profit, or financial setting. Examples of transactional lawyering skills can run the gamut and include:

• Entity formation
• Start-up financing
• Contract negotiation and drafting
• Applications for tax-exemption
• Commercial financing
• Business acquisition
• Commercial leasing licensing and permitting
• Corporate governance and compliance
• Real estate transactions
• Employment agreements, and development
• Divorce agreements
• Child custody, and more.

With a growing percentage of this type of legal work, Miami Law’s experienced faculty, program, and Transactional Law Concentration and Area of Focus enable students to leave law school with a solid background in how to review, draft, and negotiate contracts of all types, and come out of law school with more skills training beyond litigation-based writing.

Courses

These courses help students meet the demands of today’s legal marketplace.

• Transactional Skills I (LAW533)

  Transactional Skills I (LAW533)

  This interactive, practice-oriented course will be structured around the acquisition of an asset or business and some of the key agreements required to complete the transaction. Students will act as junior associates and work on one deal throughout the semester representing either the buyer or seller.

  Although the class will focus on certain provisions common to all contracts, students will negotiate and draft documents which may include a non-disclosure agreement, letter of intent outlining the main terms, due diligence memo, portions of an asset purchase agreement, a licensing agreement, or an employment agreement.

  Students will also communicate in writing to their clients throughout the duration of the transaction and will learn the proper selection and use of form agreements. This course is co-taught between a full-time UM law professor and an experienced practitioner.

• Transactional Skills II (LAW560)

  Transactional Skills II (LAW560)

  This course focuses on the work of deal lawyers. Students learn, through both traditional class settings and simulations, how an agreement is structured and to perform tasks typically assigned to junior associates including performing diligence and negotiating and drafting various transactional documents.

  It also includes the preparation of board minutes and resolutions, third-party opinion letters, and closing documents. Students study letters of intent, indemnities, loan, pledge and security agreements, guaranties, escrows, and operating/shareholders’ agreements.

• Introduction to Business Practices & Drafting of Transaction Documents (LAW546)

  Introduction to Business Practices & Drafting of Transaction Documents (LAW546)

  This practice-skills course introduces students to business and legal issues applicable to acquisition transactions. It is designed to identify those issues which an associate in the corporate department of a law firm will likely face in the early years of practice.

  Among the topics to be covered in this course are the lawyer’s role in structuring acquisition transactions and drafting the principal documents. Although the course addresses various aspects of the acquisition process, such as diligence and the preparation of ancillary documents, including opinion letters and transfer documents, the primary focus is on the analysis, preparation, review and negotiation of the underlying agreements (including a detailed analysis of the American Bar Association, Section of Business Law, Committee on Negotiated Acquisitions, Model Asset Purchase Agreement and the Exhibits, Ancillary Documents and Appendices) as well as the impact of applicable case law.

  This course devotes a greater amount of time to the acquisition agreements themselves than the course “Transactional Lawyering: Deal Skills.”

For More Information

Contact Marcia Narine Weldon at mweldon@law.miami.edu