LAW 932: Drafting and Analysis of Business Documents
This course is designed for students who are in the last semester of their law school careers and plan to be involved in a transactional practice. The objective of the course is to prepare students to deal effectively with the documents they are likely to encounter in the early years of their transactional practice at a firm. In addition to gaining a considerable familiarity with the structure and typical provisions of a variety of commonly-used documents such as shareholders agreements, employment agreements, deeds, and appraisals, students will also be regularly exposed to the process by which transactional documents should be carefully analyzed. This process is not generally taught in law school and differs, for example, from the case method. In part, this process involves developing a better understanding of the underlying fundamentals of the transaction itself as a prerequisite to determining what documents are required and then refining those documents to advance the client’s objectives. The course will involve 4 hours a week in class and also a substantial writing component, in the nature of marking-up and rewriting portions of documents as well as drafting memoranda critiquing various provisions in documents in light of the underlying transaction. There will also be a due diligence component as well. To spread the responsibility and so as to more closely approximate the actual work environment in the firm, students will be organized into mini-firms of 3-4 persons for a number of these writing assignments. The writing assignments will take the place of a final exam. The professor will give students feedback along the way on their work product. Pre-requisites: Corporations & Business Entities or Corporations. Federal Tax Law would be helpful but is not a prerequisite; Graduating 3L. Limited enrollment. [6]
* While not a traditional seminar, this course will satisfy the research and writing (seminar) requirement required for graduation. Transactionally-oriented students who may already have completed their seminar requirement are encouraged to enroll.
