LAWYERING BEYOND THE COURTROOM
Outside the courtroom, lawyers 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 program enables 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.
These courses help students meet the demands of today’s legal marketplace.
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)
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)
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.”
Faculty & Leadership
Often transactional lawyering skills are learned by doing and receiving feedback from senior lawyers. The faculty in the transactional skills program serve in a similar role and are Miami Law professors or partners and lawyers from some of the nation’s top law firms and companies.
Director Marcia Narine Weldon is the Faculty Director of the Transactional Skills Program, the Faculty Coordinator of the Business Compliance and Sustainability Concentration, and a Lecturer in Law. Prior to entering academia, Weldon had a distinguished career as a commercial litigator with Cleary, Gottlieb, Steen, and Hamilton in New York, an employment lawyer with Morgan, Lewis, and Bockius in Miami, and as the Vice President and Deputy General Counsel, as well as the Vice President, Global Compliance and Business Standards, and Chief Privacy Officer of Ryder, a publicly traded Fortune 500 company. She also serves as the general counsel of a startup and advises nonprofits and entrepreneurs on legal and compliance issues.
Ines Bahachille is Chief Counsel for Mondelēz International, a global snacks and food brands Multinational Company created after the October 2012 spin-off of Kraft -foods products. Bahachille is responsible for the Latin American markets and some business units within the U.S. market and global functions.
Arthur Baker is the managing attorney of Concord Advantage Legal PLLC, a law office dedicated to helping Florida businesses and property owners efficiently navigate real estate and business issues. His practice is focused on providing value-based and business-oriented solutions in the areas of commercial real estate and transactional business law.
Paul Berkowitz is a shareholder at Greenberg Traurig. With more than 45 years of experience counseling both domestic and international companies in a wide range of industries, Berkowitz focuses on serving the capital needs of clients. He advises on domestic and cross-border matters related to the acquisition, disposition of assets, and debt and equity financing transactions, including commercial lending and rule 144A, initial public, private and high yield debt offerings.
Guillermo Levy is Principal at Guillermo A. Levy, P.A. and has worked at Caterpillar Inc., as Senior Corporate Counsel, and also as an associate at Hunton & Williams, and at Steel Hector & Davis LLP (n/k/a Squire Patton). Over a 20-year legal career, Levy has focused on providing practical advice and counsel to business clients on a wide-range of domestic, international and cross-border commercial and compliance matters.
Daniel Novela has over 20 years of legal experience in the areas of Corporate, Family Office, Securities, Commercial Finance, and representing high-net-worth individuals and families from around the globe (including offshore corporations, offshore trusts and acquisitions and registration of aircraft, yachts, businesses and real estate).
Michelle Pelletier is in-house counsel within the General Counsel’s Organization at American Express, where she provides legal guidance for business clients primarily located in Latin America. She spends her time drafting and negotiating contracts as well as monitoring regulatory developments in the region.
María Cecilia Rachadell is the founder of Interjuris Abogados S.C. and has 30 years of experience. She focuses on corporate and financial matters, including, the structuring and implementation of mergers, acquisitions, divestitures, restructurings, joint ventures, project financings and debt financing. She has substantial experience in banking and capital markets.
David Rodrigues is a partner at Shutts & Bowen LLP, where he is a member of the Corporate Practice Group. He focuses his practice on complex corporate and transactional matters in the U.S. and Latin America from both the law firm and in-house counsel perspective.
Stephen Sandiford is a partner at Holland & Knight and focuses his practice on handling mergers and acquisitions (M&A), securities transactions, joint venture agreements and fund formation. Mr. Sandiford has experience in capital raising, corporate governance and providing other day-to-day legal advice that companies need to get operations up and running.
Krista L. Thompson serves as Deputy General Counsel for Airbus OneWeb Satellites on the Space coast of Florida. She is also the creator and founder of General Counsel U - a membership community and training academy for law students, private practice attorneys desiring to move in-house, or current in-house counsel looking to level up their careers.