University of Miami School of Law CourseLink Course Description - Online System
 StudentLink New   Concentration/Area of Focus Registration New     Attendance System New
Print

Spring 2022
LAW546  AS  INTRODUCTION TO BUSINESS PRACTICES & DRAFTING OF TRANSACTION DOCUMENTS

Course Description
This is a practice skills course that introduces students to business and legal issues applicable to acquisition transactions. It is designed to identify those issues which an associate in the corporate department of a law firm will likely face in the early years of practice. Among the topics to be covered in this course are the lawyer’s role in structuring acquisition transactions and drafting the principal documents. Although the course will address various aspects of the acquisition process, such as diligence and the preparation of ancillary documents, including opinion letters and transfer documents, the primary focus will be on the analysis, preparation, review and negotiation of the underlying agreements (including a detailed analysis of the American Bar Association, Section of Business Law, Committee on Negotiated Acquisitions, Model Asset Purchase Agreement and the Exhibits, Ancillary Documents and Appendices) as well as the impact of applicable case law. Unlike the related course entitled “Introduction to the Deal”, which devotes equal but less time to many aspects of the acquisition process, such as due diligence, deal structures, contract principles, drafting basic documents, securities laws, accounting, negotiation and ethics, this course will devote a greater amount of time to the acquisition agreements themselves.

Course Schedule
Dates Day Time Room
01-18-2022 - 04-25-2022   M  3:30 PM-5:15 PM DL

Course Frequency
This course is usually offered every semester

Course Information

Credits: 2
Pass/Fail Option: Yes
Prerequisite: The course prerequisites are: must be 3L or LL.M. and have taken Business Associations (or equivalent) or be enrolled in the combined J.D./M.B.A. program. In addition, it is recommended that students have taken Introduction to the Deal W/S, Law 741A; Business Planning; Corporate Finance; Federal Income Tax; Financial Accounting for Lawyers; or Securities Law.
Grading: Graded
Method of Evaluation:
Graduation Requirements Fulfilled By Course:
Skills Requirement
Special Attributes: None
Course Delivery:
Online (all synchronous)
Special Restrictions:
Law Track(s): None
Bar Subject(s):
NEW YORK SKILLS
Concentration(s): None
Course Book(s):
Textbook Required:
Yes  
  • Textbook Name: Model Asset Purchase Agreement with Commentary: Exhibits, Ancillary Documents and Appendices Committee on Negotiated Acquisitions
    Textbook Type: Paperback
    Requirement: Required
    Author:
    Publisher: American Bar Association Book Publishing: Law Section American Bar Association Book Publishing: Law Section
    Edition: 1st Edition (2001)
    ISBN: 9781570739200
      
  • Textbook Name: Model Asset Purchase Agreement with Commentary: Asset Purchase Agreement Committee on Negotiated Acquisitions
    Textbook Type: Paperback
    Requirement: Required
    Author: American Bar Association
    Edition: 2001
    ISBN: 9781570739248
      
  
First Class Assignment(s):

 
Professor(s)