Transactional Law Certificate Program

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. 

Business Courses

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 use their understanding of financial statements to structure transactions and draft contract provisions that use financial statement concepts. 

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

Skills Courses

The third component of the Certificate Program teaches students the skills they will need and the tasks they will perform after graduation. The integrated transactional skills curriculum is unique at Emory Law. It is designed to expose students to material more than once.

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 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.