Transaction Simulation: Sale of a Family Business and Related Real Estate


This course is one of the semester-long transaction simulations offered as part of the School's Transactional Law Program and satisfies the Transaction Simulation requirement of the Transactional Practice Concentration. The simulated transaction involves the consolidation of ownership of a family-owned retail drugstore company in a manner and through agreements that address the differing expectations and interests of the company's two shareholders: (i) the company's chief executive and majority owner seeking to obtain sole ownership of the business, including interests in real estate used in the business and (ii) his sister, a minority shareholder not active in the business, seeking a risk-free separation from the business and an assured pay-out. The course will consider the respective rights and obligations of these two shareholders as majority and minority owners in a closely held business. The course will also address issues involved in commercial real estate leasing and financing, including negotiating a commercial lease, mortgage and mortgage note from the perspective of each party. The course is intended to expose students to the principal tasks undertaken, and issues faced, by both junior and more senior attorneys in this type of transaction, and in doing so to build skills students will need as they enter transactional practice. The class will be divided into teams, with each team representing one of the participants in the transaction. Students will perform the key analytical, drafting and other legal tasks required to effectively represent their respective clients during various stages of the transaction from inception through closing. The course grade will be based on periodic drafting and other written assignments (individual and the individual's portion of team or group assignments), individual contributions to other team or group efforts, and individual class participation (including oral reports). CLASS SIZE: Limited to 12 students. NOTES: This course counts toward the 6 credit Experiential Learning requirement. The class will also satisfy the Transaction Simulation requirement of the Transactional Practice Concentration. GRADING NOTICE: This class will not offer the CR/NC/H option. ATTENDANCE REQUIREMENT: A student who fails to attend the first class or to obtain permission to be absent from either the instructor or the Registrar, will be administratively dropped from the class. Students who are on the wait list are required to attend the first meeting to be considered for enrollment.
Fall 2018: LAW JD 772 , Sep 5th to Dec 5th 2018
A1Richard BlanksteinRichard H. Goldman3Wed2:10 pm - 4:10 pm