Transactional Courses

2 credits

This course studies the legal problems involved in negotiating and documenting various types of commercial lending transactions ranging from short-term unsecured loans to secured and long-term financings. The process is followed from the initial identification of a lending opportunity to pre- commitment correspondence and commitment letters, through to the key documents required at closing. The major aspects of a loan agreement, including definitional provisions, representations and warranties, lending provisions, pricing, affirmative and negative covenants, and events of defaults are studied in detail in an effort to ensure that each student understands the mechanics of a commercial loan agreement. Security interests in real estate and personal property are addressed. Loan syndications and the loan markets are examined. Issues relating to guaranties and subordination agreements are considered. Overviews of Chapter 11 bankruptcy and lender liability are provided. Provisions of the Bank Holding Company Act relating to financing transactions, legal lending limits, margin requirements, and usury are considered. A lecture and discussion format is employed. Reading assignments include relevant court decisions, articles, and actual transaction documents.

3 credits

This course provides a comprehensive survey of the legal and business issues arising in international commercial transactions. The course will cover key areas of international business and economic law impacting cross-border transactions, including: the basic ‘documentary transaction (international sales and shipment contracts); agencies and distributorships; franchises and licensing; joint ventures; international project finance; and Cross-border mergers and acquisitions. In addition to substantive law, the course introduces students to essential lawyering skills crucial for success in international transactional practice. Students will develop their skills in negotiation, contract drafting, and client counseling. Through a combination of doctrinal study, case analysis, and practical exercises such as role-playing, students will gain a deeper understanding of the complexities of international business transactions and the role of lawyers in facilitating these deals. The course will also address the importance of cultural awareness in international business dealings and explore topics such as corporate social responsibility and international dispute resolution. PREREQUISITE: Any course in International Law.

2 credits

This course focuses on the structure, documentation and negotiation of a typical project finance transaction. The class will explore legal, financial, and policy problems involved in investing in domestic and cross- border power and infrastructure projects. We will focus on strategies and techniques of structuring and financing such investments, and will touch upon the legal and regulatory environment for investment, and in the context of foreign investment, the role of political risk management and the implications of treaties, conventions, and other relevant law. Selected domestic and cross- border investment transactions, both actual and hypothetical, will be used to illustrate recurring issues. This course may contain a graded group drafting component where students draft and negotiate a loan agreement.

2 credits

Most students will end up practicing transactional law which presents unique legal research challenges. Students will learn to navigate the statutory and regulatory frameworks of transactional areas of the law like tax, banking, securities and other practice areas. They will research agency guidance, use specialized practice materials and search for filings and company information, among other research tasks. Legal information and technologies in these area are constantly changing and new lawyers should be familiar with the most recent research techniques and tools. Classes will combine instruction and hands-on exercises using major print, electronic, and web based resources for securities law research. Students will be required to complete several assignments using electronic and print resources and put together a final client presentation on a transaction. NOTES: This course counts toward the 6 credit Experiential Learning requirement.

2 credits

This course examines legal issues arising in debt financing provided by financial institutions in international markets. The structure of transnational loan agreements, guarantees, letters of credit, participation and loan sales transactions, and basic instruments and documents common to trade financing are examined. The nature of the documentation and techniques used in such transactions, as well as regulatory patterns, legal problems and international law reform efforts, are studied. The course also covers issues related to the syndication of debt financing transactions, governing law, and creditor remedies.