The Transactional Law Practice Certificate Program

The Certificate Program provides students with intensive, hands-on instruction in the knowledge, skills, and values essential to business transactional lawyering. This practice-oriented approach helps students launch powerful careers in business law by positioning South Texas College of Law Houston as a first choice for employers seeking graduates who can immediately add value to their firm’s practice and to their clients’ business dealings.

Program Overview
Eligibility, Requirements, and Curriculum
Guiding Principles for Transactional Practice Capstone Courses
Learning Outcomes
Apply to the Program

Overview

The Transactional Law Practice Certificate Program is a curricular pathway for students interested in pursuing legal careers representing clients in planning, negotiating, structuring, and documenting business transactions. It is designed to provide law students with a strong background in basic business law concepts, an opportunity for in-depth study of advanced business and business-related legal doctrine and practice, and intensive practice-oriented instruction focusing on the skills essential for transactional law practice.

Purpose

South Texas College of Law Houston has a long tradition of excellence in skills-oriented legal education, and the Transactional Law Practice Certificate Program builds on that tradition by providing a comprehensive and integrated course of study through which students may develop competence in transactional matters that business lawyers routinely handle, including working with clients in planning and implementing business transactions; negotiating and drafting legal documents; and advising and counseling clients on the applicable laws and regulations governing various aspects of a business deal.

Who Should Consider Participating?

Students from all academic and professional backgrounds–including the humanities, sciences, engineering, and business–are encouraged to consider enrolling in the Program and taking business and transactional courses. Students need not have any special business background or experience to participate in the Transactional Law Practice Certificate Program. Moreover, since most lawyers do some transactional work, even students who do not expect to have exclusively transactional law practices are encouraged to consider participating in the program.

Eligibility for Participation

Students must apply for admission to the program. To be eligible to participate in the program, a student must have a minimum cumulative grade point average of 2.900. The formal online application form can be found here. [Note to web designer: insert hyperlink to the online form on the italicized sentence.]

Students normally should apply to participate after completing the first thirty (30) semester hours of required law school courses and before completing forty-five (45) semester hours or during their third semester of full-time study. An important consideration affecting whether to grant an exception to this time of application will be whether the student will be able to satisfy the requirements for the certificate before the student graduates.

Requirements

To receive the Certificate at graduation, a student must satisfy the following requirements:

Required Business Law Courses

A student must take all the following core business law courses:

Agency and Partnership Law
Corporations
Secured Transactions

Elective Business Law Courses

A student must complete three courses from among the following:

Antitrust Law
Business Bankruptcy
Business Planning
Corporate Finance Law
Corporate Taxation
Environmental Law
Intellectual Property Survey
International Business Transactions
Partnership and Subchapter S Taxation
Payment Systems
Real Estate Development
Real Estate Finance Law
Sale and Leasing of Goods
Securities Regulation
Other (as approved by the Program Director)

South Texas College of Law Houston offers many business-related courses – many more than listed above – and upon a student’s request the Program Director may approve other courses not listed above to satisfy the elective business law course requirement. To request approval of a course as an elective, a student should identify the course and provide a brief explanation of how the subject matter relates to business transactional practice and how it will contribute to the student’s career plans.

Transactional Skills Courses

Foundational Skills Course

A student must take one of the following foundational skills courses:

Two semester hours credit. Normally offered three times each academic year. Enrollment normally limited to 16 students. This course provides students an opportunity to develop, practice drafting, comment on, and redline the substantive portions of an agreement. The primary goal of the class is to teach students how to translate the terms of a business deal into contract concepts and draft the contract to close the transaction. Specifically, students will learn how and when to use the basic contract building blocks: covenants, conditions, representations, warranties, rights, discretionary authority, and declarations. The basic parts of a contract will be analyzed in detail and students will learn how to (1)avoid legalese, (2) obtain clarity through document formatting and sentence structure, (3) prevent ambiguity, (4) understand the appropriate use of vague terms, and (5) use various other drafting considerations. Learning how the transactional attorney adds value to the deal by helping the client attain the client’s business goals while avoiding unacceptable risks will be covered as well as several typical ethics issues that arise in transactional work.

Two semester hours credit. Normally offered twice each academic year. Enrollment is normally limited to16 students. This course is designed to provide students with the skills necessary to: (1) identify issues that should be negotiated in complex business contracts; (2) draft several key provisions to be included in the final contract as negotiated; and (3) negotiate a “real” business contract. A variety of assignments help to assure each student completes a variety of tasks that need to be integrated based on an appropriate level of legal issue analysis resulting in an effective and usable work product. Skill development also includes an appreciation of business and legal risks that need to be dealt with when negotiating and drafting.

Capstone Skills Course

A student must take one of the following capstone skills courses:

Three semester hours credit. Enrollment is limited to 16 students in each section. Prerequisite: Unless waived by the instructor, students must have successfully completed 57 credit hours, including either Real Estate Finance or Secured Transactions and either Agency & Partnership or Corporations. This course will show you the reality of what business lawyers do and how they do it as they work through a finance transaction—specifically, using an offshore floating oil and gas drilling platform and related pipelines and other properties, including a contract for the long-term use of the platform to provide a stream of payments, as collateral to secure a loan. The knowledge and skills you acquire are universal to the practice of business law, not just to energy finance or lending. The deal’s structure and documentation result from meeting client objectives, identifying and anticipating possible situations, solving problems, and dealing with issues as they come up. Sometimes you will represent a company using its assets to raise money under a web of existing contractual restrictions on new deals; sometimes you will represent a bank lender. Businesspeople often call this type of financing an “asset monetization. “Through weekly lectures and class discussions, small groups working as teams to re-draft deal documents, six weekly team conferences with professors, and close readings and document interpretation, you will analyze and document a deal, identify and manage risks, negotiate with other parties, and contend with unexpected developments. At the conclusion of the course, in lieu of a final exam, your team will turn in a notebook containing final drafts of the deal documents and a closing checklist of all documents required for the closing, together with annotations explaining the purpose of each document. Your team notebook will count at least 50% of your final grade. In addition, you will have several short, individual writing assignments, sometimes directed to other attorneys or to clients, to develop competency in writing skills, organization, and logic and to use a style of communication that meets the needs and expectations of the addressee.

Three semester hours credit. Offered in fall and spring, enrollment limited to 16 students in each section. Prerequisite: Unless waived by the instructor, students must have successfully completed 57 credit hours, including Corporations and Secured Transactions. There will be no final examination, but students will be graded primarily on documents each student will draft and turn in at the end of the course and may be graded in part on written assignments turned in during the semester, or on classroom exercises. The class will meet once per week for two hours of substantive work, and students must be available for two additional hours per week to meet with the instructor for small group review of document drafts. Students will study the acquisition of a target company by its management through a leveraged buyout. Both the structure of the acquisition as a merger and the structure of the financing, including loans secured by the target’s assets, and investment by venture capital, will be reviewed, as well as other possible structures and financing techniques. Students will draft a merger agreement, a loan agreement, a security agreement, a guaranty, a stockholders ‘agreement, an attorney’s opinion letter, and various other documents. Professional responsibility issues will be included.

Three semester hours credit, offered in fall and spring, enrollment limited to 16 students in each section Prerequisite: Unless waived by the instructor, students must have successfully completed 57 credit hours. There will be no final examination, but students will be graded primarily on documents each student will draft and turn in at the end of the course and may be graded in part on written assignments turned in during the semester, or on classroom exercises. The class will meet once per week for two-hours of substantive work, and students must be available for two additional hours per week to meet with the instructor for small group review of document drafts. This course focuses on the development of client communication, problem-solving and contract drafting skills. Students learn about the intellectual property and investment laws of two foreign countries. The main body of the course is built around a multi-party transactional problem which requires the students to draft for a U.S. client a foreign joint venture agreement, a license agreement dealing with patents, trademarks, copyrights and trade secrets, and an international distribution of goods agreement. The students also learn by drafting about the basic documents needed for financing such transactions and about other major contract issues that arise in most, if not all of these transactions—dispute settlement, ethical concerns, the Foreign Corrupt Practices Act, gray market goods issues and export controls.

Three semester hours credit, offered in fall and spring, enrollment limited to 16 students in each section. Prerequisite: Students must have successfully completed 57 credit hours, including Oil, Gas, and Mineral Law and either Real Estate Finance or Secured Transactions. This drafting course introduces students to a hypothetical multi-faceted domestic onshore petroleum transaction. The scenario involves a mid-sized oil and gas exploration company attempting to acquire a position in a mature onshore field where most of the acreage has already been leased. Teams of students will draft leases for the unleased acreage within the prospect while also drafting a purchase and sale agreement (with form of assignment) to facilitate an assignment of other existing leases covering another portion of the prospect. These acquisitions will require a loan and thus a credit agreement and associated deed of trust over the acquired acreage will also be drafted. Regarding the remaining acreage of the prospect, the working interest of the existing leases not available for purchase will be acquired through a farm out agreement drafted to allow for the earning of acreage through drilling. Finally, a master service agreement will be drafted to provide the pertinent default contractual terms under which each specific site-preparation project will be conducted with various contractors.

Three semester hours credit, offered in fall and spring, enrollment limited to 16 students in each section. Prerequisite: Unless waived by the instructor, students must have successfully completed 57 credit hours, including Agency and Partnership and either Real Estate Finance or Secured Transactions. There will be no final examination, but students will be graded primarily on documents submitted by the team notebooks which the students will draft and turn in at the end of the course and will be graded in part on written assignments turned in during the semester, classroom participation, team participation, and on classroom exercises. The class will meet once per week for two hours of substantive work, and students must be available for up to two additional hours per week to meet with their team and/or the instructor for small group drafting, review, and discussion of the document drafts. Students will be required to read assignments in the course book before classes.

Students will learn about helping three individuals who want to invest together in commercial real estate. Determining who is the client and engaging the client will be followed by study of choice-of-entity issues. A limited liability company agreement will be discussed, and students will draft conflicts waiver letters, an engagement letter, a purchase and sale agreement for purchase of the real estate, a title objection letter, a bill of sale, a special warranty deed, an assignment and assumption of lease, a seller’s representations certificate, and a team agreement delegating responsibilities among the team members.

The instructor will expose the students to and juxtapose the Texas Real Estate Commission form for the acquisition of a home, a Texas Association of Realtors® form often used in commercial transactions, and a custom purchase and sale agreement used in the course. Additionally, students will review and provide comments to a promissory note, a deed of trust, a guaranty, and various other documents. Environmental issues, surveys, due diligence, opinion letters, and real estate title commitments will be examined and discussed in the course. Professional responsibility issues and ethics will be included in the course. The course is intended to be a skills course to apply real world practice skills that a new attorney will encounter in their first few years of practice.

Students will be tasked with group work, allocation of team responsibilities, and negotiations. The projects are intended for the teams to represent a buyer throughout the process of a real estate acquisition. Students will negotiate the draft purchase and sale agreement against the instructor, who will be representing the seller. Students will request changes to the loan documents from the position of the buyer/borrower, with the instructor representing the lender. These exercises will serve to teach students the use of redline/track changes in negotiating documents, to better understand negotiation leverage, to differentiate between business issues and legal issues, to communicate with the client, and to simulate actual attorney work encountered in practice.

The course will cover a lot of material students will be unfamiliar with from other courses. Transactional practice differs from many other practice areas and this course will provide insight into what to expect from a transactional law practice. As such, the course will require substantial work on the part of the student to gain the most value from the course. The objective is that the student will leave the course confident they understand how handle a real estate acquisition from beginning to end.

Substantial Writing Requirement

All South Texas College of Law Houston students must satisfy a substantial writing requirement as a condition of graduation. That requirement may be met by a Seminar or Supervised Research or by meeting the writing requirement for either the South Texas Law Review or CURRENTS: Journal of International Economic Law.

A student need not satisfy any additional writing requirement to earn the Transactional Law Practice certificate, but he or she must meet that requirement by writing on a business transactions-related topic approved by the Program Director. To meet this requirement, a student must coordinate topic selection with the Program Director and with the faculty member teaching the Seminar or Supervised Research or with the editor of the student journal. A student should consult with the Program Director about possible writing topics early in the topic selection process. The Substantial Writing Requirement Approval form is located here.

Grade Point Average

To earn the certificate, a student must meet the following minimum grade point average requirements:

A 3.333 grade point average in all certificate-related courses taken (i.e., in all courses used to earn the certificate), and
A 3.000 overall law school grade point average

Application for Certificate

A student who expects to satisfy the requirements for the certificate should notify the Program Director by email during his or her last semester of law school enrollment and request to receive the certificate and to be included in the law school’s Honors and Awards program.

Realistic Course Problems

Each course focuses on a realistic, mid-market transaction that students might expect to see in law practice. In fact, some of the course problems are modeled after actual transactions in which one of the course developers was involved as counsel for one of the parties. Each transaction is complex enough to present the kind of difficult business and legal issues that student lawyers must address, but not so complex that students cannot complete the course work during a semester.

Focus on Lawyering Skills

Students who complete each capstone transactional skills course certainly will know how to handle that particular transaction when they graduate. But these courses simulate actual attorney work that students should expect to encounter in practice, so they must develop document drafting skills, practice using redline/ track changes while negotiating documents, learn how to use negotiation leverage, differentiate between business and legal issues, and learn client communication skills – all skills that should be transferable to any transaction in any industry, so that as new lawyers they should be prepared to add value to whatever transaction they may be called upon to handle.

Practitioner Involvement

An important element of all the courses is the significant contributions made by practicing lawyers. The original conception for the courses was that they would be team-taught by a full-time faculty member and an adjunct faculty member with experience related to the course transaction, and adjunct faculty continue performing a central role in the courses. The use of experienced practicing lawyers as all or a part of the instructional team assures that the course remains current, as adjunct faculty members can call attention to emerging issues in practice. Moreover, each of the courses was designed by a full-time faculty member in collaboration with one or more accomplished practicing lawyers to make certain that the transaction accurately reflects issues students should expect to encounter in law practice.

Demanding Course Expectations

In each of these courses, students must draft five or six of the key documents required for the transaction. Summative assessment of student performance is based primarily on a portfolio of these documents submitted by each team of student lawyers. But students also may be graded in part on written assignments turned in during the semester, classroom participation, team participation, and on classroom exercises. Each course has a class meeting once weekly, but students also must be available for up to two additional hours per week to meet with their team and/or the instructor for small group drafting, review, and discussion of the document drafts.

Detailed Instructor Assessment and Feedback

An essential feature of the transactional practice capstone course model is frequent personal engagement with faculty to review their on-going course work, made possible by limiting enrollment to 16 students per section. Often these meetings involve line-by-line review of draft documents, requiring students to explain the legal or business issue their proposed language addresses and to justify the linguistic or substantive choices they have made. In one respect, the courses are designed to replicate the kind of hands-on, individualized training that experienced lawyers once may have provided their new colleagues but which the realities of modem law practice make infeasible. This detailed review of draft work product has proved to be the key to success in these courses.

Collaborative Learning

The benefits of collaborative learning have long been known among educational theorists, but law students too often work alone and in isolation. The transactional practice capstone course model makes use of collaborative learning, placing students in teams to enhance learning through working together and to learn how to collaborate effectively with team members in a project-based setting.

Students work together in teams of three or four to solve problems, complete tasks, or learn new concepts. One virtue of this approach is that it requires students to work together just as practicing lawyers must do. Also, it actively engages students to process and synthesize information and concepts, rather than using rote memorization of information. Student lawyers work with each other on the course assignments projects, so they must collaborate as a group to understand the concepts being presented to them.

Professional Responsibility

All South Texas students must take a course in Professional Responsibility as a requirement for graduation, but students also should learn how to recognize professional responsibility issues in the context of a business transactional law practice and how to address those issues in a practical and ethically appropriate way. Accordingly, each course problem contains at least one special issue implicating a lawyer’s professional obligations that students must recognize and develop a strategy for resolving.

Students who complete the requirements for the Transactional Law Practice Certificate will be able to:

State and explain the basic legal concepts of fundamental subjects in business law and other business transactional-law-related subjects.
Compose an objective analysis of the legal issues presented in a moderately complex business law context and to predict the likely legal resolution of each issue.
Demonstrate basic legal writing skills essential to business transactional law practice.
Draft the primary legal documents necessary to effectuate a representative business transaction.
Collaborate effectively with team members in a project-based setting.
Recognize the role of counsel to businesses, business owners, or business management and the professional ethical implications of representing the various parties to a transaction.

Transactional Law Practice Certificate Program Program Application

To participate in the Transactional Law Practice Certificate Program, you must submit this application. In addition, you must meet with the Program Director before registration begins for the next semester or as soon thereafter as possible.

Name

First

Last

Please enter your @stcl.edu email address

Phone

Expected graduation date

Semester

Year

Select One

Fulltime

Part-time

Academic Hours Completed:

Cumulative GPA

Terms and Conditions of Participation

I consent to the release of my law school transcript and other academic information to the Program Director in connection with my application to and participation in the certificate program.
A program participant may receive priority enrollment in transactional skills courses, and one who does so and later withdraws from the course may prejudice other students wanting to enroll in it. The Program Director, in his sole discretion, may dismiss me from the program should I receive such priority treatment for a transactional skills course and later drop or withdraw from that course.
The program’s reputation and the attractiveness of its graduates to prospective employers will depend in part on the honesty and professional integrity of students participating in it. The Program Director, in his sole discretion, may dismiss me from the program should I engage in any conduct reflecting adversely on the program, including but not limited to conduct resulting in any disciplinary action by South Texas College of Law Houston.

Agreement

I agree with the Terms and Conditions of Participation

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