Introduction to Transactional Lawyering

Catalog description

The conventional law school curriculum implicitly emphasizes appellate litigation, teaching students to read, argue and distinguish cases, and to predict what a judge will do. A transactional practice demands additional skills. A full understanding requires years of experience - not something that can be bottled into a one-credit course. Transactional Lawyering provides students with an initial intro?duc?tion to how a deal is structured and what a deal lawyer does - familiarizing them with some common problems and the tools used to address them. In exploring these problems, the course draws on moral hazard, adverse selection, and other economic theories and applies them to real deal issues.The course will culminate in the Transactional Lawyering Competition, to be held in October or November (before Thanksgiving Break). Students will be paired off into two-person teams, representing opposing sides in a transaction. Using tools from the course, each team will mark-up a simple transaction document to reflect their client's interests, to be submitted before the Competition. Those mark-ups will then be used as the basis for team-to-team negotiations at the Competition. The mark-ups and the negotiations will be reviewed, scored, and judged by adjunct instructors who are themselves experienced transactional attorneys, assessing - and providing feedback on - how students perform.Students who participate in this course must commit to attending (i) nine lectures on transactional structuring (which may include a 90-minute guest presentation), (ii) a team meeting, and (iii) the Competition (which is expected to take place over a weekend), including a presentation by judges/adjunct instructors on how they would have handled the mark-up and negotiations. Readings for the lectures will be posted in advance on the course website.