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Transactional

Transactional lawyers typically work outside of the court system to help clients with legal matters. These lawyers plan and counsel individuals and business entities on a wide range of legal issues generated during business, including but not limited to assembling, negotiating, and closing financial deals. Unlike their litigation colleagues, who step in when a problem arises, transactional lawyers are "forward looking": they work to avoid the problem from ever happening.

Transactional lawyers draft myriad contracts and documents, as well as ensure compliance and avoid litigation. Transactional lawyers are also involved in conducting due diligence. They must have a deep understanding of business and the economic implications of different deals, which may range from a real estate transaction to a merger or acquisition to a venture capital project.

Transactional law often overlaps with corporate law, an area of legal practice that concerns business formation, administration, merger, acquisition, restructure, and dissolution for business entities of all types. However, transactional lawyers also work outside of the corporate law context. For example, they may draft trust documents, help artists license their work, or prepare real estate documents. As a result, although transactional and corporate law are closely related, they are not the same.

Courses

Courses designated as "primary" are foundational, while those listed as "secondary" contain relevant and related content. "Co-curricular" courses are credit-bearing extra-curricular activities, while "experiential" courses are practice-based offerings. Please keep in mind that the focus of any course will vary depending on the instructor.

Primary Courses

101: Contracts I 3 credits PRIMARY

A study of the formation, essentials, interpretation, and operation of contracts as well as the discharge of contractual duties and remedies for breach.

102: Contracts II 3 credits PRIMARY

A study of the formation, essentials, interpretation, and operation of contracts as well as the discharge of contractual duties and remedies for breach.

203: Business Organizations 3 or 4 credits PRIMARY

A study of the nature, powers, and obligations of private corporations, including their formation, management, and dissolution; the rights and duties of promoters, directors, officers, and stockholders; and the rights of creditors and others against the corporation; together with a study of the creation, nature, and characteristics of business partnerships.

394: Growing with the Client 1 credit PRIMARY

This seminar provides a guide to representing corporate clients throughout the corporate life cycle – from the formation of the entity to taking it public. We would begin the course by reviewing the entity choice considerations covered in Business Organizations, but also discuss the practical steps required to form each entity type. Then, we would outline some of the most significant issues growing companies face. This would include ownership disputes, administrative considerations, vendor and sales contracts, employee relations, basic financing arrangements, offering ownership interests, and consolidation. Finally, we would discuss the process of going public. Each day, we would introduce documents we use in our practices and ask students to draft on key sections in light of concepts introduced in the course of the class.

395: Doing Due Diligence in Corporate Transactions 1 credit PRIMARY

Before acquiring, merging, or selling a company or assets, purchasers and sellers need to engage in a process of better understanding the company or assets in the transaction as well as the risks inherent in the transaction. A key element of corporate law practice is engaging in “due diligence” to help the client understand the transaction’s elements, risks, and possibilities. New attorneys are often asked to conduct due diligence without any significant training. This course seeks to fill that gap by first establishing the legal reasons for conducting due diligence and a lawyer’s professional obligations in the process. It will then use a combination of lectures and skills exercises to explore how to conduct due diligence on corporate matters such as minutes and bylaws; commercial matters such as contracts; and compliance matters such as environmental and sustainability.

425: Contracts and Commercial Transactions 2 or 3 credits PRIMARY

This “best practices” course introduces students to commercial law and to the structuring, negotiation, drafting, and review of common commercial agreements. These agreements include: (1) non-disclosure and confidentiality agreements, (2) employment agreements, (3) services agreements, (4) agreements for the sale of goods, and (5) lending and security agreements. In addition to exploring applicable law and theory, students analyze, draft, redline, and actively discuss actual commercial contracts. In so doing, students explore both the specific effects of various contractual provisions and the potential broader commercial implications of such provisions. If not taken to satisfy LAWR III, this course will also satisfy the Practical Skills requirement. This course is a writing course with no exam. Contracts I and II are prerequisites.

465: Compliance and Risk Management 2 credits PRIMARY

The Compliance and Risk Management course will explore a range of topics within the corporate compliance framework. The goal is to provide a focus on the critical components of corporations that rely on compliance and discuss how that translates into opportunities for lawyers. Specifically, the course will focus on the governance structure of compliance and risk management as well as best practices. This will include how programs are operated, monitored, and tested while leveraging case studies and guest speakers. Federal rules will also be utilized to understand the practical application of compliance within organizations so as to enable students to understand the role compliance plays in the overall success and sustainability of an organization.

628: Business Planning 2 credits PRIMARY

Examination of selected legal problems relating to some of the following topics: choice of business entity, forming a partnership, forming a corporation, corporate restructuring transactions (shifting ownership interests among shareholders), purchase and sale of a business. Prerequisite: Business Organizations.

Secondary Courses

205: Entrepreneurship and the Law 2 credits SECONDARY

Entrepreneurs and their companies face different legal risks than larger and more established companies. Emerging companies often have little leverage in the marketplace, requiring novel business and legal approaches to differentiate themselves from competitors. However, entrepreneurs also compete for the capital of VCs and other investors, whose focus on financial returns makes them more risk-averse than the entrepreneurs in whom they invest. Finally, many entrepreneurial enterprises begin as small as the proverbial mustard seed but often have correspondingly small legal budgets, creating issues in instances where assuring legal compliance will require significant resources of outside counsel. These distinctions significantly impact entrepreneurs’ legal needs and relationships with their outside attorneys. It is counsel’s job to deftly steer his or her entrepreneur clients between the Scylla of reinventing the wheel and the Charybdis of conforming with other companies, all while observing the requirements of legal ethics (and hopefully being paid for the work performed). P-LAW 203.

206: Taxation: Federal Income 3 or 4 credits SECONDARY

Federal income tax is life. This class lives in a statute, the Internal Revenue Code. It focuses on reading, interpreting, and applying the rules of the Code. It is primarily a statutory interpretation class. Students will calculate the federal income tax liabilities of taxpayers by determining each taxpayer's gross income, determining and subtracting above the line deductions, noting adjusted gross income, subtracting either itemized deductions or the standard deduction, applying tax rates and then calculating and subtracting any available tax credits. We will do calculations using only the +, -, multiply, and divide functions on a $5ish calculator.

308: Legal Project Management 1 credit SECONDARY

Legal project management (“LPM”) is a practice management method designed to plan, budget, execute, monitor and control a legal engagement, typically involving a litigated or transactional matter. LPM methodologies provide predictable cost while maintaining profitability. LPM as a discipline focuses on developing the tools and skills to proactively scope, plan, budget, execute, evaluate, and communicate about a given undertaking, whether it be litigation or a business transaction. This course will expose students to LPM, to enable students to achieve certain identified learning concepts. Various texts and materials will be used, including leading LPM applications. We will discuss readings weekly, as well as engage both in and outside of the classroom with case studies and assignments designed to simulate real-practice, LPM tasks.

411: Trade and Development Seminar 2 credits SECONDARY

Explores the relationship between international trade and economic development. Examines the theoretical foundations of trade and development and evaluates the impact of trade policies on economic growth, poverty alleviation, and income inequality in both developed and developing economies.

442: Sales & Secured Transactions 3 credits SECONDARY

This sales financing course covers the essentials of both articles 2 and 9 of the Uniform Commercial Code, articles covered separately in the two courses, 517 Sales (article 2, 3 hours) and 516 Secured Transactions (article 9, 3 hours). Students who take the combined course, 442 Sales and Secured Transactions, may not receive credit for either of the other courses. Likewise, students who have taken either of the separate courses may not receive credit for the combined course. Both articles, 2 and 9, are included as topics on the multistate bar examination.

466: Business Tax: Special Topics 1 credit SECONDARY

Focuses on relevant practice areas that touch on business. Topics may include: section 1231's favorable treatment of property used in the active conduct of a trade or business, like-kind exchanges, installment sales, the tax treatment of injury and non-injury damages, and the basics of balance sheets. P-LAW 206.

516: Secured Transactions 3 credits SECONDARY

A study of Articles 9 and 6 of the Uniform Commercial Code (UCC), which apply to transactions in which a debtor borrows money from a creditor and grants to the creditor a security interest in personal property of the debtor to secure the debtor's promise to repay the loan.

517: Sales, Leases, Transactions and International Sales 3 credits SECONDARY

A study of Article 2 of the Uniform Commercial Code (UCC) , which applies to sales or transactions in goods, and related topics.

534: Intellectual Property 3 credits SECONDARY

This course provides a survey of the "core" areas of federal intellectual property law (IP law)-trademarks, copyrights and patents. As a result of this course you will be able to: 1) identify the IP issues raised by a client; 2) explain why something is or is not entitled to IP protection; 3) Analyze a basic trademark, copyright or patent infringement issue; 4) Draft correspondence to IP clients concerning acquisition or enforcement of IP rights.

561: Mergers and Acquisitions 2 or 3 credits SECONDARY

An in-depth analysis of federal and state regulation of corporate takeovers to include acquisition techniques, legal protection afforded shareholders and others, federal tender offer and disclosure rules, state corporate fiduciary law and anti-takeover statutes. Prerequisite: Business Organizations.

577: Cross-Border Business Transactions 2 or 3 credits SECONDARY

A study of a wide range of international transactions, including marketing of goods and services; license or transfer of technology; distribution and franchising; joint ventures; finance and governmental regulation. Various multi-lateral initiatives, such as the Vienna Convention on Contracts for the Sale of Goods, will be discussed. Discussion and analysis of the Foreign Corrupt Practices Act.

619: Corporate Finance 2 credits SECONDARY

A study of the allowable changes in a corporation's financial structure with concentration on the recapitalization of solvent corporations, reorganization of insolvent corporations, and concepts of valuation. This course will emphasize the role that lawyers play in structuring and implementing financial transactions for corporations.

620: Securities Regulation 3 credits SECONDARY

692: Advanced Legal Research for the Transactional Lawyer 2 credits SECONDARY

Experiential Courses

294: Transactional Practice Skills 1 credit EXPERIENTIAL

What do new associates need to know to start strong and be successful in a transactional practice? How do you make the transition from student to professional? What are the expectations of new lawyers from partners and clients? This course will help students with practical skills and guidance on what to expect and how to succeed as a new associate. The class will include new and mid-level associates as guest lecturers to share their experiences. The goal of the course is to give students the tools they need to excel as a new associate.

295: Business Negotiation in a Time of Crisis 1 credit EXPERIENTIAL

This course examines the practice and theory of negotiation as a process used to put deals together or to resolve disputes with an emphasis on doing so in a time of crisis. By participating in simulations and through exposure to course texts, students learn about competitive bargaining and collaborative problem solving and acquire insight into the strategic benefits of the two approaches. This course is designed to give students skills and confidence as negotiators, including an awareness of how negotiation is different during a financial or other crisis impacts negotiation styles.

345: Semester in Practice 10 or 11 credits EXPERIENTIAL

This is the field placement component of a full term externship program and is paired with the Externship Lecture course. Total credits between Semester in Practice and Externship Lecture will total 13. The number of credit hours awarded to an individual student will determine the hours of work required at the field placement and meet or exceed the ABA standards. In accordance with ABA guidelines, students work at a placement under a supervising attorney. C-LAW 300.

420: Business Drafting 2 credits EXPERIENTIAL

This course focuses on legal drafting in the business setting. Students will be required to draft and evaluate typical documents including corporate documents, loan and purchase contracts, partnership agreements, and employment agreements. This course satisfies the Legal Analysis, Writing, and Research III Requirement.

601: Community Law and Business Clinic I 2 or 4 credits EXPERIENTIAL

The work of this clinic is primarily transactional. Students will assist clients at various stages in the business development process, with an emphasis on business, housing, and institutional support in economically disadvantaged segments of the community.

676: Summer Externship 4 credits EXPERIENTIAL

This course is currently available only in the summer. The director of the externship designates one or more cities in North and South Carolina, usually including Charlotte, NC, and offers the students externships in a designated practice area. The practice areas vary from summer to summer. Students meet weekly with the director to integrate and apply the doctrinal insights received elsewhere in the law school curriculum and in the subject matter of the field placements. The course fulfills the practical skills requirement.

681: Community Law Clinic II 2 credits EXPERIENTIAL

Co-Curricular Activities

522: Journal of Business and Intellectual Property Law 0 to 2 credits ACTIVITY

685: Transactional Competition Problem Book 1 credit ACTIVITY

The Transactional Competition Board is a student-run organization that oversees transactional competitions and the preparation and publication of an annual Problem Book. Students selected by the Transactional Competition Board to prepare and edit the Problem Book receive one academic credit on certification of their work by a faculty member.

Faculty

The following faculty are knowledgeable about the topic and may be a useful resource for you.

Raina Haque

Raina Haque

Professor of Practice

Christopher Knott

Christopher Knott

Associate Dean for Information Services

Harold Anthony Lloyd

Harold Anthony Lloyd

Professor of Law

Tanya Marsh

Tanya Marsh

Senior Associate Dean for Academic Affairs

Rebecca Morrow

Rebecca Morrow

Professor of Law

Ellen Murphy

Ellen Murphy

Professor of Practice

Steve Nickles

Steve Nickles

C. C. Hope Chair in Law and Management

Alan Palmiter

Alan Palmiter

William T. Wilson, III Presidential Chair for Business Law

Keith Robinson

Keith Robinson

Associate Dean for Research

Zaneta Robinson

Zaneta Robinson

Associate Clinical Professor

Simone Rose

Simone Rose

Professor of Law

Audra Savage

Audra Savage

Assistant Professor of Law

Scott Schang

Scott Schang

Professor of Practice

Dick Schneider

Dick Schneider

Professor of Law

Steve Virgil

Steve Virgil

Clinical Professor of Law