TRANSACTION SKILLS CLASS

A second section focusing on a real estate acquisition and also involving business entity selection will be team taught by Adjunct Professor Carl Moerer and Professor David East. Professor Moerer is a partner in the law firm Moerer & Burton and has many years experience in real estate matters.

Grades in either section will be based on a package of documents each student will prepare and turn in at the end of the semester.

Look under Skills Courses on the last page of the fall schedule. Either course will be taught for two (2) hours credit. Students must have completed 60 hours and certain prerequisite courses or have permission from the professor to enroll. Class size may be limited. For more information call Professor David East at (281) 367-3356 or email him at <wdavid@stcl.edu> or link from the STCL home page to the Schedules and Calendars page. Click on New Courses.

The Transaction Skills course will be offered with a new problem format in the fall 2004 semester at South Texas College of Law. The new problem will be a real estate acquisition with elements of business entity selection and environmental law. This offering will be team taught by Adjunct Professor Carl Moerer and Professor David East. Professor Moerer has an extensive background in commercial real estate and environmental law matters and is a partner in the Houston firm of Moerer & Burton. Further information on his background may be found online at < Moerer-Burton.com>.

Originally offered in the spring of 1999 under the title Transaction Structuring and Documentation the course has provided basic training for students in structuring and documenting a moderately complex commercial transaction in the form of a management leveraged buyout (LBO) of a closely-held corporation. (The name of the course was shortened to Transaction Skills because it is more descriptive and fits better on the STCL schedule form.) This corporate acquisition problem has been taught by Professor East and most recently by Adjunct Professor Ron Astin. Professor Astin, who taught the corporate acquisition problem in the spring 2004 semester, is a partner in the Houston office of the world-wide firm Vinson & Elkins and has many years experience in similar transactions. This corporate acquisition version of the course will also be offered by professor Astin in the fall 2004 semester. Further information on Professor Astin’s background may be found online at < velaw.com>.

The core concept for the Transaction Skills class is that most commercial transactions have common elements, whether the transaction is corporate, real estate, sales, international, etc. These core skills can be taught using a problem format drawn from a particular type of transaction. Common issues include choice of entity, professional responsibility, understanding the transaction, structuring the transaction, reading documents, and drafting documents. Offering more than one problem format for the course gives students a choice as to the nature of the underlying transaction. Beginning this fall, 2004, students may choose from the real-estate oriented course or the corporate LBO course.

The impetus for these skills courses, developed by Professor East, came from conversations with STCL graduates and board members. A number of them expressed pride in the litigation skills taught at STCL but voiced a concern to have more training in transactional law at South Texas. The goal of these transactional skills courses is to do for our students interested in becoming transactional attorneys what we now do for students who aspire to become litigators. Even students who do not plan to limit their practice to transactional work should take one of these courses. Most attorneys do at least some transactional work, and litigators will find their ability enhanced by understanding a transaction from the inside.

Graduates who have taken this class have consistently praised its content and training. A student in the initial class wrote back to say, “I have been reviewing U.S. and Canadian real estate leases, management agreements & ancillary contracts since early August - the training I received in your transaction seminar has been invaluable, especially when working with New York leases that are 50+ pages long!” Another wrote in the fall 2003 to say thanks for the great experience in the class and that the binder of documents she prepared and annotated in class “isworking wonders” for her in her work with a major international law firm headquartered in Texas. Most recently a graduate from spring 2003 wrote that without the transaction skills course he would not have had the courage or the ability to work on a $3.5 million part of a $12 million commercial deal he had just completed.

Prerequisites: Students must have successfully completed 60 credit hours, which must include any two (2) of the following electives: Agency & Partnership, Corporations, Corporate Finance, Corporate Taxation, Environmental Law, International Business Transactions, Payment Systems, Real Estate Finance Law, Secured Transactions, Securities Regulation. [With consent of the professor students may occasionally be admitted without satisfying these prerequisites.]

Students will explore the structure and documentation of a moderately complex commercial transaction such as a leveraged buyout of a corporation, a sale of a chain of stores, or the refinancing of the operating line of credit for a sizable business. Coverage will include professional responsibility issues frequently encountered in such transactions. There will be no final examination but students will be graded primarily on documents each student will draft and turn in at the end of the course and may be graded in part on written assignments turned in during the semester, and in part on classroom performance expected of each student. Limited to 16 to students.

From the course description two things might stand out: There will be no final exam; grades will be based on drafting and annotating of documents to be turned in at the end of the term. As observed above these notebooks of documents prepared by each student become invaluable tools in practice.

An ultimate plan for these courses is to add at least one more type of problem based on an international transaction.