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Certificate Program

The integrated Certificate curriculum consists of courses that build on each other, culminating in a capstone course or transactional law externship.

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Founded in 2007

Since its founding in 2007, the Transactional Law and Skills Certificate Program has grown exponentially.

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Biennial Conference

The Transactional Law and Skills Education Conference provides a forum for discussing best teaching practices and innovative ideas.

Center for Transactional Law and Practice
Emory Law is acclaimed for combining doctrine and practice in its rigorous curriculur program, serving as the model for transactional education programs across the country.

Through the Center's Transactional Law Program, students have the opportunity to become financially literate, acquire a strong foundation in business law doctrine, and practice contract drafting and other critical deal skills. The Center provides a roadmap for every student interested in studying transactional law—from those who want to learn only the basics to those who want to go further and earn the Transactional Law and Skills Certificate.

Whether through in-class simulations of complex deals or by way of transactional law externships with actual clients, students in the Transactional Law Program get the chance to experience what being a deal lawyer is really like. Emory Law students pursuing other practice areas also find these courses invaluable.

Beyond the classroom, the Center provides meaningful preparation for the deal lawyers of tomorrow by hosting the Transactional Law and Skills Education Conference every other year. Gathering law school faculty and adjunct professors from around the world, the conference offers those who teach transactional law and skills a forum for discussing shared experiences, best teaching practices, innovative ideas, and future challenges.

Transactional Law Certificate Program

The integrated Transactional Law and Skills Certificate curriculum consists of courses that build upon each other, culminating in a capstone course or transactional law externship.

To earn the Certificates, students take five foundational courses and complete at least three skills courses—Contract Drafting, Deal Skills, and either a capstone course or a transactional law externship. Students not seeking the Certificate also find these courses invaluable.

Exponential Growth

Since its founding in 2007, the Transactional Law and Skills Certificate Program has grown exponentially.

  • 233 Certificate graduates since 2007
  • 200+ second- and third-year students currently enrolled in the program
  • 18 sections of Contract Drafting, 9 sections of Deal Skills, and 10 different capstone courses
  • 40+ expert practitioners teaching as adjunct professors 
  • 13 Emory Law faculty members engaged in the program

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

Required Courses

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

Skills Courses

Contract Drafting

Students learn how to translate a business deal into contract concepts, analyze a contract from the client's business perspective, and problem-solve through a succession of drafting exercises. 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 capstone courses.

Deal Skills

Upon completion of Cntract Drafting, students learn how a business deal evolves and practice performing due diligence, drafting corporate resolutions, building risk-reduction mechanisms, managing a transaction, and negotiating a contract.

Capstone Courses

These semester-long simulations allow students to play the lawyer in a transaction, honing the skills learned in previous courses. Each capstone course focuses on a different type of transaction, such as a merger and acquisition or a commercial real estate deal. Capstone courses include:

  • Commercial Lending Transactions
  • Commercial Real Estate Transactions
  • Complex Restructurings and Distressed Acquisitions in Chapter 11
  • Corporate Practice
  • The General COunsel in Negotiated Transactions
  • Intellectual Property Transactions
  • Private Equity
  • 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

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
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Robert B. Ahdieh

Vice Dean, Professor of Law
Contracts, Comparative Law, Federalism, Corporate Federalism, Emerging Markets Law, International Trade Law, Russian Law
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Dorothy A. Brown

Vice Provost, Professor of Law
Federal Income Tax, Critical Race Theory, Corporate Tax, Tax Policy, Taxation
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A. James Elliott

Professor of Law
Legal Profession, Commercial Real Estate Finance, Banking
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Richard Freer

Robert Howell Hall Professor of Law
Civil Procedure, Complex Litigation, Business Associations
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Michael S. Kang

Professor of Law
Courts and Judges, Business Associations, Election Law, Politics and Democratic Governance
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Rafael Pardo

Robert T. Thompson Professor of Law
Bankruptcy, Commercial Law, Courts and Judges
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Jeffrey N. Pennell

Richard H. Clark Professor of Law
Estate Planning, Federal Income Tax, Legal Profession, Tax Ethics and Malpractice, Taxation, Trusts and Estates
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Anne E. Rector

Administrative Professor of Law 
Director of LWRAP and TI:GER, Corporate Practice
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Teemu Ruskola

Professor of Law 
Chinese Law, Comparative Law, Contracts, Corporations, International Law, International Legal History and Theory
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George Shepherd

Professor of Law 
Business Associations, Securities Regulation, Corporate Finance, Corporate Topics Seminar
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Joanna Shepherd

Assistant Professor of Law 
Analytical Methods for Lawyers, Law and Economics, Regulated Industries, Statistics for Lawyers
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Urska Velikonja

Assistant Professor of Law 
Business Associations, Business Law, Securities Regulation, Corporations, Corporate Law, Corporate Governance
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LawMeets Competition

Trevor Anderson 14L, Gillian Bialer 14L, Matthew Pi 14L, and Pengyu Chen 14L wrote the best Buyer's Draft in the 2014 National 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.