Transactional Practice Skills Curriculum
South Texas College of Law Houston offers a rich and diverse range of corporate, commercial, and finance law courses. For a catalog of those courses, students should consult Pathways to Practice – Business & Corporate Pathway. Descriptions of the business transactional skills courses that are a part of the Transactional Practice Certificate program appear below.
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 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.
