Certificate Program

The Transactional Law Certificate Program curriculum has three primary components: doctrinal courses, business courses and skills courses. 

Doctrinal 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.

Business Courses

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. 

Skills Courses

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.


Eligibility for the Transactional Law and Skills Certificate begins with a formal submission (>>click here).  Students must also contact Professor Payne to discuss course selection and other matters.  There are no other prerequisites to becoming eligible to receive a Certificate, only course requirements for its receipt.

Note: Contract Drafting is a prerequisite for Deal Skills, and those two courses are prerequisites for most of the capstone courses and field placements that count as a capstone course. Check the prerequisites for any capstone course you want to take because it may have additional prerequisites.

Required Courses

  1. Accounting in Action or Analytical Methods (can be waived if equivalent course previously taken)
  2. Business Associations
  3. Contract Drafting
  4. Corporate Finance
  5. Deal Skills
  6. Fundamentals of Income Taxation
  7. Federal Income Tax: Corporations or Federal Income Tax: Partnerships (Fundamentals of Income Taxation is a prerequisite unless waived by the professor.)
  8. Capstone course or an approved field placement

Capstone Courses 

  • Commercial Lending Transactions
  • Commercial Real Estate Transactions Workshop
  • Complex Restructurings and Distressed Acquisitions
  • The General Counsel in Negotiated Transactions
  • Mergers & Acquisitions Workshop
  • Negotiated Corporate Transactions
  • Private Equity
  • Transactional Intellectual Property Law Practice
  • Venture Capital

Field Placement - Contract Drafting and Deal Skills are prerequisites for a field placement to qualify as a Capstone Course fulfilling the Certificate requirement. (Not all of these placements are available each semester.   Please check with Professor Shalf for an updated list.)

  • Coca Cola
  • Federal Reserve Bank
  • GE Energy
  • Internal Revenue Service
  • Securities and Exchange Commission
  • Scientific Atlanta (a wholly-owned subsidiary of Cisco Systems, Inc.)
  • UCB, Inc.

Electives - Students may  consider taking the following electives in addition to the courses required for the Certificate.  

  • Bankruptcy
  • Banking Law
  • Commercial Real Estate
  • Commercial Law: Sales
  • Copyright Law
  • Corporate Crimes
  • Deferred Compensation
  • Economic Analysis of Law
  • Employment Discrimination
  • Employment Law
  • Franchise Law
  • Intellectual Property
  • International Business Transactions
  • International Tax and Business 
  • Intellectual Property
  • International Tax
  • International Tax Topics (Seminar)
  • International Trade Law 
  • Labor Law
  • Licensing
  • Mergers and Acquisitions
  • Negotiation
  • Real Estate Finance
  • Real Estate Loan Restructuring (Seminar)
  • Regulation of Nonprofit Organizations
  • Secured Transactions
  • Securities Regulation
  • Trademark Law
  • Worker’s Compensation


Suggested course sequence for the Transactional Law Certificate:

Rising 2L

Fall of Second Year

  • Contract Drafting
  • Business Associations

Spring of Second Year

  • Deal Skills
  • Accounting in Action or Analytical Methods

Fall of Third Year

  •  Fundamentals of Taxation
  •  Capstone Course or Field Placement (if not this semester, then the next semester)

Spring of Third Year

  •  Federal Income Tax:  Corporations or Federal Income Tax: Partnerships
  • Capstone Course or Field Placement (if not previously taken)

Other Required Courses

  • Corporate Finance
  • Analytical Methods or Accounting in Action

Possible Elective

  • Securities Regulation (suggested, not required)
  • Secured Transactions (suggested, not required)

Rising 3L: Courses Taken and Courses To Take

  • Accounting in Action of Analytical Methods
  • Business Associations
  • Capstone Course or Field Placement
  • Contract Drafting
  • Corporate Finance
  • Deal Skills
  • Federal Income Tax:  Corporations or Federal Income Tax:  Partnerships
  • Fundamentals of Taxation