Center for Transactional Law and Practice

Emory Law's Center for Transactional Law and Practice is at the forefront of educating students and professionals on topics related to business transactions. Students participate through Emory's Transactional Law Certificate Program, while the center offers a number of workshops and seminars designed specifically for practicing attorneys.

The center also regularly hosts conferences for educators in the area of teaching transactional skills. 

Transactional Law Certificate Program

We realize no single course can give students all the tools they need for practice. A deal lawyer must have a strong foundation in finance and doctrinal law and the practical skills to do the work. At Emory, we have created a rigorous, innovative transactional curriculum designed to prepare students to add value to a transaction from the day they begin working. Our curriculum is unique. It is an integrated transactional skills curriculum—a series of courses, each building on the one before. Through the Transactional Law Certificate Program, students learn not only the law but also the skills they need to do deal work.

The Transactional Law Certificate Program curriculum has three primary components: doctrinal courses, business courses, and skills courses.


Doctrinal Courses

The core doctrinal course is Business Associations. This course lays the foundation and provides the context for all transactions. As business entities are the parties that conduct deals, a lawyer must always be sensitive to the complexities of the laws governing those entities. Deal lawyers must also be sensitive to a transaction’s tax consequences. Deal lawyers need not be tax lawyers, but they must be able to spot the deal facts that create tax issues. Therefore, students in the Certificate Program take both Fundamentals of Income Taxation and Federal Income Tax: Corporations. Although Securities Regulation is not required, students who intend to practice in an area involving securities are strongly encouraged to take it. 

For deal lawyers, not knowing about business is akin to a litigator not knowing the rules of evidence. To do deals, lawyers must understand business, their clients’ business, and the business deal. Business is discipline-specific substantive knowledge that a deal lawyer must have to function effectively. Clients want lawyers who can understand a deal’s intricacies and who can counsel them on complex business issues. Accordingly, part of the foundational knowledge of any good deal lawyer is a sophisticated understanding of business. 

At Emory, this begins with our accounting courses: Accounting in Action and Analytical Methods. These courses focus not on debits and credits, but on learning how to analyze financial statements and how to use financial statement concepts in transactions. Deal lawyers are not bookkeepers. Instead, they use their understanding of financial statements to structure transactions and draft contract provisions that use financial statement concepts. These provisions run from purchase price provisions and purchase price adjustments to royalty provisions, financial coverage ratios, and bonuses. Getting these provisions right requires a level of sophistication not taught in most accounting courses. This is one reason Accounting in Action is three credits, not two.

Students in the Certificate Program also take Corporate Finance, providing them with the critical understanding of how a corporation finances its activities.   

The third component of the Certificate Program teaches students the skills they will need and the tasks they will perform after graduation. The Emory curriculum is unique. It is an integrated transactional skills curriculum—a series of courses, each one building on the one before, each one progressively more sophisticated. We have designed it to expose students to material more than once, a critical factor in learning. 

The first course in the skills curriculum is Contract Drafting. In this course, students learn more than how to write in plain English and avoid ambiguity. They learn, among other things,

  • how to translate the business deal into contract concepts;
  • how to incorporate the business deal into the contract while protecting the client against risk and advancing its interests;
  • how to look at a contract from the client’s business perspective;
  • how to analyze risks in the business deal;
  • how to problem solve through drafting; and
  • how to analyze contracts.

The second course in the integrated transactional skills curriculum is Deal Skills, which teaches students to do the work, other than drafting, that deal lawyers do. Students learn, entirely through simulations, how to perform due diligence and how to draft resolutions, third-party opinion letters, and closing documents—tasks commonly assigned to junior associates. Students also study letters of intent and five risk-reduction agreements that appear in so many different types of deals: indemnities, guaranties, escrows, pledge agreements, and security agreements. Finally, students learn about transaction management, how to interview and counsel clients, and how to negotiate a contract. 

The third and final component of the transactional skills curriculum is the capstone course. Each capstone course is a semester-long simulation in which students role-play the lawyer in a transaction. Each course focuses on a different transaction. Recent capstone courses include Mergers & Acquisitions, Private Equity, Venture Capital, The General Counsel, and Commercial Real Estate. The hypotheticals in these courses are quite sophisticated because students are not performing tasks and learning skills for the first time. Instead, students use the capstone courses to hone and master what they have previously learned. Emory Law is fortunate to have all the capstone courses team-taught by sophisticated and experienced practitioners of the Georgia bar.

Eligibility for another certificate program, such as TI:GER, does not preclude participation in the Transactional Law Certificate Program. Similarly, JD/MBAs who complete the requirements may receive a certificate.

Eligibility for the Transactional Law Certificate begins with a formal online submission » Students must also contact Professor Payne to discuss course selection and other matters. There are no other prerequisites to becoming eligible to receive a certificate, only course requirements for its receipt.

Note: Contract Drafting is a prerequisite for Deal Skills, and those two courses are prerequisites for most of the capstone courses and field placements that count as a capstone course. Check the prerequisites for any capstone course you want to take because it may have additional prerequisites.

Required Courses

  1. Accounting in Action or Analytical Methods (can be waived if equivalent course previously taken)
  2. Business Associations
  3. Contract Drafting
  4. Corporate Finance
  5. Deal Skills
  6. Fundamentals of Income Taxation
  7. Federal Income Tax: Corporations or Federal Income Tax: Partnerships (Fundamentals of Income Taxation is a prerequisite unless waived by the professor)
  8. Capstone course or an approved field placement

Capstone Courses 

  • Commercial Lending Transactions
  • Commercial Real Estate Transactions Workshop
  • Complex Restructurings and Distressed Acquisitions
  • The General Counsel in Negotiated Transactions
  • Mergers & Acquisitions Workshop
  • Negotiated Corporate Transactions
  • Private Equity
  • Transactional Intellectual Property Law Practice
  • Venture Capital

Externship

Contract Drafting and Deal Skills are prerequisites for a field placement to qualify as a capstone course fulfilling the certificate requirement. (Not all of these placements are available each semester. Check with Professor Shalf for an updated list.)

  • The Coca-Cola Co.
  • Federal Reserve Bank
  • GE Energy
  • Internal Revenue Service
  • Securities and Exchange Commission
  • Scientific Atlanta (a wholly owned subsidiary of Cisco Systems Inc.)
  • UCB Inc.

Electives 

Students may consider taking the following electives in addition to the courses required for the certificate.  

  • Bankruptcy
  • Banking Law
  • Commercial Real Estate
  • Commercial Law: Sales
  • Copyright Law
  • Corporate Crimes
  • Deferred Compensation
  • Economic Analysis of Law
  • Employment Discrimination
  • Employment Law
  • Franchise Law
  • Intellectual Property
  • International Business Transactions
  • International Tax
  • International Tax and Business
  • International Tax Topics (Seminar)
  • International Trade Law 
  • Labor Law
  • Licensing
  • Mergers and Acquisitions
  • Negotiation
  • Real Estate Finance
  • Real Estate Loan Restructuring (Seminar)
  • Regulation of Nonprofit Organizations
  • Secured Transactions
  • Securities Regulation
  • Trademark Law
  • Workers' Compensation

Suggested Course Sequence for the Transactional Law Certificate

Rising 2L

Fall of Second Year

  • Contract Drafting
  • Business Associations

Spring of Second Year

  • Deal Skills
  • Accounting in Action or Analytical Methods

Fall of Third Year

  •  Fundamentals of Taxation
  •  Capstone Course or Field Placement (if not this semester, then the next semester)

Spring of Third Year

  • Federal Income Tax: Corporations or Federal Income Tax: Partnerships
  • Capstone Course or Field Placement (if not previously taken)

Other Required Courses

  • Corporate Finance
  • Analytical Methods or Accounting in Action

Possible Elective

  • Securities Regulation (suggested, not required)
  • Secured Transactions (suggested, not required)

Rising 3L: Courses Taken and Courses To Take

  • Accounting in Action of Analytical Methods
  • Business Associations
  • Capstone Course or Field Placement
  • Contract Drafting
  • Corporate Finance
  • Deal Skills
  • Federal Income Tax: Corporations or Federal Income Tax: Partnerships
  • Fundamentals of Taxation

Sue Payne
Executive Director, Center for Transactional Law and Practice, Professor in the Practice of Law
Biography »

A. James Elliott
Professor of Law
Legal Profession, Commercial Real Estate Finance, Banking
Biography »

Anne E. Rector
Administrative Professor of Law 
Director of LWRAP and TI:GER, Corporate Practice
Biography »

George B. Shepherd
Professor of Law 
Business Associations, Securities Regulation, Corporate Finance, Corporate Topics Seminar
Biography »

Joanna Bailey
Assistant Professor of Law 
Analytical Methods for Lawyers, Law and Economics, Regulated Industries, Statistics for Lawyers
Biography »

Other Faculty

Other members of the Emory Law faculty as well as highly skilled attorneys teach many of the elective courses eligible for this program.

LawMeets Competition

The LawMeets® Transactional Law negotiation competition requires students to meet a client via video, draft an agreement, interview the client via conference calls, mark up an agreement from opposing counsel, and negotiate two rounds with the other side’s counsel during the meet. Judges are drawn from the local bar in each region. Students are evaluated on drafts and mark ups as well as negotiation skills. Judges rate negotiators on professional demeanor, understanding of the issues, and effectiveness in achieving client objectives. 

2014 Victories

  • Emory Law teams won first place in the Mid-Atlantic and second place in the Southeast in regional competitions of the 2014 National Transactional LawMeet® on Friday, Feb. 28. Emory’s Mid-Atlantic victors will move on to compete in the national competition in New York City in April. Both teams were awarded first place for best draft. Trevor Anderson 14L and Gillian Bialer 14L negotiated in the Mid-Atlantic region, supported by teammates Matthew Pi 14L and Pengyu Chen 14L. Benjamin Smyser 14L and Marcus Brown 14L negotiated in the Southeastern region, supported by teammate Jili Xue 15L. Professors Sue Payne, Susan Wilson, and Tom Dare coached the teams.
  • Emory Law’s Transactional Law Program Negotiation Team won “best draft” and placed third at the National LawMeets® Competition hosted by Sullivan & Cromwell, held in New York City April 3–4. Of the 84 teams from schools all across the country that competed in regional meets, 14 teams, including Emory, advanced to the national meet. Emory Law’s team placed third on the buyer’s side. Trevor Anderson 14L, Gillian Bialer 14L, Matthew Pi 14L, and Pengyu Chen 14L wrote the best buyer’s draft. Anderson and Bialer negotiated at nationals, supported by Pi and Chen. Professors Sue Payne, Susan Wilson, Tom Dare, and Lynn Scott were coaches.