Certificate Program Curriculum
The Transactional Law Certificate Program curriculum has three primary components: doctrinal courses, business courses and skills courses.
The core doctrinal course is, of course, Business Associations. This course lays the foundation and provides the context for all transactions. As business entities are the parties that conduct deals, a lawyer must always be sensitive to the complexities of the laws governing those entities. Deal lawyers must also be sensitive to a transaction’s tax consequences. A deal lawyer need not be a tax lawyer, but she must be able to spot the deal facts that create tax issues. Therefore, students in the Certificate Program take both Fundamentals of Income Taxation and Federal Income Tax: Corporations. Although Securities Regulation is not required, students who intend to practice in an area involving securities are strongly encouraged to take it.
For deal lawyers, not knowing about business is akin to a litigator not knowing the rules of evidence. To do deals, lawyers must understand business, their clients’ business, and the business deal. Business is discipline-specific substantive knowledge that a deal lawyer must have to function effectively. Clients want lawyers who can understand a deal’s intricacies and who can counsel them on the complex business issues. Accordingly, part of the foundation knowledge of any good deal lawyer is a sophisticated understanding of business.
At Emory, this begins with our accounting courses: Accounting in Action and Analytical Methods. These courses focus not on debits and credits, but on learning how to analyze financial statements and how to use financial statement concepts in transactions. Deal lawyers are not bookkeepers. Instead, they use their understanding of financial statements to structure transactions and draft contract provisions that use financial statement concepts. These provisions run from purchase price provisions and purchase price adjustments, to royalty provisions, financial coverage ratios, and bonuses. Getting these provisions right requires a level of sophistication not taught in most accounting courses. This is one reason why Accounting in Action is three credits, not two.
Students in the Certificate Program also take Corporate Finance, providing them with the critical understanding of how a corporation finances its activities.
The third component of the Certificate Program teaches students the skills they will need, and the tasks they will perform, after graduation. The Emory curriculum is unique. It is an integrated transactional skills curriculum—a series of courses, each one building on the one before, each one progressively more sophisticated. We have designed it to expose students to material more than once, a critical factor in learning.
The first course in the skills curriculum is Contract Drafting. In this course, students learn more than how to write in plain English and avoid ambiguity. They learn, among other things,
- how to translate the business deal into contract concepts;
- how to incorporate the business deal into the contract, while protecting the client against risk and advancing its interests;
- how to look at a contract from the client’s business perspective;
- how to analyze risks in the business deal;
- how to problem solve through drafting; and
- how to analyze contracts.
The second course in the integrated transactional skills curriculum is Deal Skills, which teaches students to do the work, other than drafting, that deal lawyers do. Students learn, entirely through simulations, how to perform due diligence and how to draft resolutions, third-party opinion letters and closing documents—tasks commonly assigned to junior associates. Students also study letters of intent and five risk reduction agreements that appear in so many different types of deals: indemnities, guaranties, escrows, pledge agreements and security agreements. Finally, students learn about transaction management, how to interview and counsel clients and how to negotiate a contract.
The third and final component of the transactional skills curriculum is the capstone course. Each capstone course is a semester-long simulation in which students role-play the lawyer in a transaction. Each course focuses on a different transaction. Recent capstone courses include Mergers & Acquisitions, Private Equity, Venture Capital, The General Counsel and Commercial Real Estate. The hypotheticals in these courses are quite sophisticated because students are not performing tasks and learning skills for the first time. Instead, students use the capstone courses to hone and master what they previously learned. Emory Law is fortunate to have all the capstone courses team-taught by sophisticated and experienced practitioners of the Georgia bar.