University of Miami School of Law CourseLink Course Description - Online System
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Spring 2021

Course Description
This course, Deal Skills, is part of the integrated transactional skills curriculum and will focus on the work of deal lawyers. Students learn, through both traditional class settings and simulations, how an agreement is structured and to perform tasks typically assigned to junior associates including performing diligence and negotiating and drafting various transactional documents. It will also include the preparation of board minutes and resolutions, third-party opinion letters, and closing documents. Students will study letters of intent, indemnities, loan, pledge and security agreements, guaranties, escrows, and operating/shareholders’ agreements. The course will integrate how to interview and counsel clients, and transaction management as part of the study of these agreements.

Course Schedule
Dates Day Time Room
01-25-2021 - 04-27-2021   WR  4:10 PM-5:25 PM DL

Course Frequency

Course Information

Credits: 3
Pass/Fail Option: Yes
Prerequisite: (1) Business Associations, (2) Transactional Drafting and Practice OR Transactional Lawyering: Negotiating and Drafting Contracts.
Grading: Graded
Method of Evaluation: The class is graded as Honors, Pass, Fail, based on homework assignments, class participation and final exam.
Graduation Requirements Fulfilled By Course:
Skills Requirement
Special Attributes: None
Course Delivery:
Online (all synchronous)
Special Restrictions:
Law Track(s): None
Bar Subject(s): None
Concentration(s): None
Course Book(s):
Textbook Required:
  • Textbook Name: Drafting Contracts: How and Why Lawyers Do What They Do
    Textbook Type: Paperback
    Requirement: Required
    Author: Tina L. Stark
    Publisher: Wolters Kluwer
    Edition: 2nd Edition
    ISBN: 9780735594777
  • Textbook Name: Working With Contracts: What Law School Doesn't Teach You
    Textbook Type: Paperback
    Requirement: Required
    Author: Charles Fox
    Publisher: Practising Law Institute
    Edition: 2nd Edition, 2008
    ISBN: 9781402410604
  • Textbook Name: Transactional Skills, How to Structure and Document a Deal
    Textbook Type: Paperback
    Requirement: Required
    Author: Stephen Sepinuck and John Hilson
    Publisher: West Academic
    Edition: 2nd Edition, 2015
    ISBN: 9781642426083
First Class Assignment(s):
  • Assignment: For the First Class please read the following: 1) Syllabus (attached); 2) Defining Key Competencies for Business Lawyers, The Business Lawyer, Volume 72 page 101, Winter 2016-2017; 3) Documenting the Deal: How Quality Control and Candor Can Improve Boardroom Decision-making and Reduce the Litigation Target Zone, 70 The Business Lawyer 679 (Summer 2015); 4) Fox – Chapter 3; 5) Sepinuck - Chapters 1 and 8; 6) Anatomy of a Deal PowerPoint.

    Required Reading Material: 1) Drafting Contracts: How and Why Lawyers Do What They Do by Tina L. Stark, 2nd Edition. Wolters Kluwer, Law and Business ISBN 978-0-7355-9477-7.
    2) Transactional Skills, How to Structure and Document a Deal by Stephen Sepinuck and John Hilson (2015) West Academic ISBN-13: 978-1642426083. 3) Working With Contracts; What Law School Doesn’t Teach You, Second Edition by Charles Fox (2008) Practising Law Institute ISBN 978-1-4024-1060-4.

    #37901268v2_ADMIN_ - Spring 2021 - Law 560 - Transactional Lawyering_ Deal Skills.pdf