601:720. Deals (3)
The job of the transactional lawyer is to build a legal construct that essentially creates a private regulatory framework that becomes the law applicable to the parties to a deal. Structuring the “law of the transaction “is the essential skill of the lawyer engaged in that practice. It requires him or her to identify the essential business terms of the deal, connect them to the legal concepts that may be used to build alternative legal structures for the transaction (e.g, selling a business by way of a merger or an asset sale), and analyzing the consequences of choosing one structure over another. This goes well beyond merely giving advice based on existing legal rules. Being a transactional lawyer requires proficiency with various fields of law, the ability to determine how they impact the transaction, and the skill to incorporate these doctrines into a coherent whole.
This course is intended to introduce the students to the skills and methodology necessary to “speak the language of transactions” and “draft the private law of the deal.” It is centered around three transactions: a partnership/joint venture; a sale of a business; a distribution and licensing transaction with a financial credit facility. These are common deals that the transactional lawyer handles. We will study the relevant substantive rules that are often relevant, including taxation, partnerships, agency, intellectual property, environmental law, corporations and corporate finance, secured transactions, accounting, and various other subject matter areas that may be implicated. For each transaction, we will practice applying these doctrines to create the legal building blocks of each transaction, study other common contractual issues that typically arise, and practice creating the applicable private legal framework in the context of the deal.