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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 curricular program, serving as the model for transactional education programs across the country.

Through the Center's Transactional Law Program, students have the opportunity to acquire a strong foundation in business law doctrine, become financially literate, 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. 

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

A. Each student graduating with the Certificate in Transactional Law and Skills must have demonstrated:

  1. competence in the business law subject areas covered by the following required courses:  Business Associations, Fundamentals of Income Tax, Corporate Finance, and Corporate or Partnership Tax;
  2. competence in reading and interpreting financial statements and other basic financial literacy skills covered by the following required courses: Accounting in Action or Analytical Methods;
  3. competence in the skills covered by the following required foundational skills courses: Contract Drafting and Deal Skills (see specific Learning Outcomes for these courses in Parts B and C, below); and
  4. (a)  competence in the skills covered by a required capstone course in one specific area of the law:  Commercial Real Estate Transactions Workshop, Commercial Lending Transactions, Complex Restructurings and Distressed Acquisitions in Chapter 11, Corporate Practice, General Counsel in Negotiated Transactions, Negotiated Corporate Transactions, Mergers and Acquisitions Workshop, Intellectual Property Transactions, Private Equity, Venture Capital, or similar courses offered in a given semester; or 
    (b)  exposure to transactional law practice through a transactional law externship.

B. Each student who has taken Contract Drafting must have demonstrated the ability to: 

  1. gather and understand the facts of a business deal;
  2. identify the business purpose of each contract concept;
  3. translate the business deal into contract concepts;
  4. draft each of a contract’s parts;
  5. assemble the contract’s parts into a whole contract;
  6. draft with clarity and without ambiguity;
  7. add value to a deal;
  8. examine potential ethical and professional issues inherent in contract drafting;
  9. act ethically and professionally throughout the contract drafting process; and
  10. analyze, review, and comment on a contract.

C. Each student who has taken Deal Skills must have demonstrated the ability to: 

  1. translate a business deal into contract provisions;
  2. use due diligence to identify business and legal issues;
  3. interview, counsel and communicate with clients, supervising attorneys, and other   deal team members in the context of a business deal;
  4. understand and analyze contract provisions;
  5. review and prepare corporate resolutions and records;
  6. assist in the preparation of client representations and warranties;
  7. negotiate a business deal and produce a final negotiated agreement;
  8. identify and resolve issues in business transactions;
  9. identify and consider basic financing and risk management issues in deals;
  10. manage a transaction; and
  11. consider and employ principles and requirements of ethics and professionalism    throughout various aspects of a business deal. 

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 Contract 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
Profile »

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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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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New England Regional Team (l-r): Chen 18L, Jamel 17L, John 17L, Howland 17L

The Center for Transactional Law and Practice supports Emory Law’s participation in the annual Transactional LawMeet®, the premier “moot court” experience for students interested in a transactional practice. The Transactional LawMeet® 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, working in pairs, 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 the quality of their drafts and markups and on their negotiation skills, including professional demeanor, understanding of the issues, and effectiveness in achieving client objectives.

Emory Law has a tradition of success in LawMeets® competitions, as is evidenced by the results described below:

2016 Victories

  • Advanced to the National LawMeets® competition at Sullivan & Cromwell in New York City after winning the New England regional competition for their side of the deal. Primary negotiators on the New England Regional Team were Alexandra Jamel 17L and Maurica John 17L.  Alternates were Nicholas Howland 17L and Haifeng Chen 17L. 

  • Awarded the second-place title of Southwestern Regional Semi-Finalist for their side of the deal.  Primary negotiators on the Southwestern Regional Team were Nicholas Torres 17L, Jie Lai 18L, and Zihan Sun 17L, with Neha Shingane 17L serving as Alternate.2015 Victories

2015 Victories

  • Swept the Seller’s Side honors at the 2015 National LawMeets® competition at Sullivan & Cromwell in New York City after winning the Midwestern and Southeastern regional competitions.  National Champions (Seller’s Side) were primary negotiators Jennifer Greene 16L and Sarika Mathur 16L, with alternate Jingjing Gao 16L.Best Draft and National Semi-Finalist (second place) (Seller’s Side) winners were Zhiqian Chen 16L, Mengqian Wang 16L, Liu Chen 16L, and Jasmine Johnson 16L, with Yoo Jin Kim 16L serving as Alternate.  

  • Best Draft and National Semi-Finalist (second place) (Seller’s Side) winners were Zhiqian Chen 16L, Mengqian Wang 16L, Liu Chen 16L, and Jasmine Johnson 16L, with Yoo Jin Kim 16L serving as Alternate.  

2014 Victories

  • Advanced to the National LawMeets® competition and won Best Draft (Buyer’s Side) after winning the Mid-Atlantic regional competition and Best Draft (Buyer’s side) at the regional level. Primary negotiators on the Mid-Atlantic Regional Team were Trevor Anderson 14L and Gillian Bialer 14L, with alternates Matthew Pi 14L and Pengyu Chen 14L.Won the second-place title of Southeastern Regional Semi-Finalist and Best Draft (Buyer’s side).  Primary negotiators on the Southeastern Regional Team were Benjamin Smyser 14L and Marcus Brown 14L, with alternate Jili Xue 15L.

  • Won the second-place title of Southeastern Regional Semi-Finalist and Best Draft (Buyer’s side).  Primary negotiators on the Southeastern Regional Team were Benjamin Smyser 14L and Marcus Brown 14L, with alternate Jili Xue 15L.