University of Miami School of Law CourseLink Course Description - Online System
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Spring 2020

Course Description
This interactive, practice-oriented course will be structured around the acquisition of a business and some of the key agreements required to complete the transaction. Students will act as junior associates and work on one deal throughout the semester representing either the buyer or seller. Guest speakers will discuss the real-world application of the course materials. Although the class will focus on certain provisions common to all contracts, students will negotiate and draft documents which may include the letter of intent outlining the main terms, portions of the asset purchase agreement, employment agreements for key executives, and the stockholders’ agreement which governs the various rights of the new owners of the business following the sale. Students will also communicate in writing to their clients throughout the duration of the transaction and will learn the proper selection and use of form agreements. Grades will be based on class participation, group and individual assignments, and a take-home exam, which will consist of writing an agreement.

Course Schedule

Course Frequency

Course Information

Credits: 2
Pass/Fail Option: Yes
Prerequisite: (1) Contracts and (2) Transactional Lawyering: Negotiating and Drafting Contracts or Business Associations (co-requisite or prerequisite) unless otherwise allowed by professor
Grading: Mandatory Honors/Pass/Fail
Method of Evaluation:
Graduation Requirements Fulfilled By Course:
Writing Requirement
Special Attributes:
Distance Learning
Course Delivery:

Special Restrictions: limited to 12 students
Law Track(s): None
Bar Subject(s):
Business Compliance and Sustainability (Area of Focus)   More information
Business Compliance and Sustainability (Concentration)   More information
Course Book(s):
Textbook Required:
  • Textbook Name: Working with Contracts: What Law School Doesn't Teach You (PLI's Corporate and Securities Law Library *
    Textbook Type: E-book
    Requirement: Required
    Author: Charles M. Fox
    Publisher: Practicing Law Institute
    Edition: 2nd Edition, Kindle Edition
    ISBN: 9781402410604
  • Textbook Name: Transactional Skills: How to Structure and Document a Deal (Coursebook) 2nd Edition
    Textbook Type: Paperback
    Requirement: Required
    Author: Stephen Sepinuck and John Hilson
    Publisher: West Academic Publishing
    Edition: 10/22/2018
    ISBN: 9781642426083

Additional Materials:
* Students can get either eBook or paperback for the Working with Contracts: What Law School Doesn't Teach You book.  
First Class Assignment(s):
  • Assignment: Please see the attached syllabus. You will receive an email from me this week with instructions on how to access the technology we will use for class. You first assignment will be due on Sunday, January 19, 2020 at 11:59 PM   



Contact Information:
Phone: 305-284-6534