The Transactional Law Practice Certificate Program

The Certificate Program gives students concentrated, practice-oriented training in the knowledge and skills central to transactional practice. Through coursework, skills training, and capstone experiences, students develop stronger preparation for drafting, negotiation, deal structure, and other forms of transactional work, while building a more focused foundation for entry into transactional careers.

Program Overview
Eligibility, Requirements, and Curriculum
Guiding Principles for Transactional Practice Capstone Courses
Learning Outcomes
Apply to the Program

Overview

The Transactional Law Practice Certificate Program is a curricular pathway for students interested in pursuing legal careers representing clients in planning, negotiating, structuring, and documenting transactions across corporate and business practice, oil and gas, tax, real estate, commercial law, and related transactional fields. It is designed to provide law students with a strong background in basic business law concepts, an opportunity for in-depth study of advanced business-related legal doctrine and practice, and intensive practice-oriented instruction focusing on the skills essential for transactional law practice.

Purpose

The purpose of the Transactional Law Practice Certificate Program is to help students develop the habits of mind central to transactional law practice. The Program is designed to strengthen students’ ability to think about risk allocation and risk-sharing among counterparties, to understand how deal terms and legal structures affect value, to assess how new technologies may change deal attributes and transactional processes, and to approach legal work in ways that reduce transaction costs and enlarge the possibilities for mutually beneficial exchange.

Who Should Consider Participating?

Students from all academic and professional backgrounds, including the humanities, sciences, engineering, and business, are encouraged to consider enrolling in the Program and taking business and transactional courses. No special business background or prior experience is required. The Program may be especially attractive to students interested in corporate and business practice, oil and gas, tax, real estate, commercial law, and related transactional fields. It is intended both for students who expect transactional work to play a central role in their careers and for students who want broader exposure to the legal and practical dimensions of business-facing work.

Eligibility for Participation

Students must apply for admission to the Program. To be eligible, a student must have a minimum cumulative grade point average of 2.900.

Students are generally encouraged to apply after completing approximately 30 semester hours of required law school coursework and before completing 45 semester hours, or during the third semester of full-time study. Because the certificate has curricular requirements that take time to complete, students are encouraged to apply early enough to allow thoughtful course planning before graduation.

Requirements

To receive the Certificate at graduation, a student must satisfy the following requirements:

Required Transactional Law Courses

A student must take the following core transactional law courses:

Agency and Partnership Law
Corporations

Elective Courses

A student must also complete three additional courses from among the approved Certificate electives.

Approved electives may include courses in areas such as corporate and business law, oil and gas, tax, real estate, commercial law, and related transactional fields. Course offerings vary by semester and year, and students should meet with the Program Director to plan a course of study that fits their interests and satisfies Certificate requirements.

With the approval of the Program Director, other courses with a substantial connection to transactional practice may also be counted toward the Certificate.

Transactional Skills Courses

Foundational Skills Course

A student must take one of the following foundational skills courses:

Two credit hours. This course gives students the opportunity to develop, draft, comment on, and redline the substantive portions of an agreement. Its primary goal is to teach students how to translate the terms of a business deal into contract concepts and draft the agreement needed to close the transaction. Students learn how and when to use the basic building blocks of contracts, including covenants, conditions, representations, warranties, rights, discretionary authority, and declarations. The course also examines the basic parts of a contract in detail and teaches students how to (1) avoid legalese, (2) achieve clarity through formatting and sentence structure, (3) prevent ambiguity, (4) understand the appropriate use of vague terms, and (5) apply other core drafting principles. It also addresses the ways transactional lawyers add value by helping clients achieve business objectives while managing unacceptable risks, along with several common ethics issues that arise in transactional practice.

Two credit hours. This course is designed to help students develop the skills necessary to (1) identify issues that should be negotiated in complex business contracts, (2) draft key provisions for inclusion in the final negotiated agreement, and (3) negotiate a realistic business contract. A series of assignments helps ensure that each student completes a range of integrated tasks requiring legal analysis, judgment, and effective written work product. The course also develops students’ appreciation of the business and legal risks that must be addressed in negotiation and drafting.

Capstone Skills Course

A student must take one of the following capstone skills courses:

Three semester hours credit. Enrollment is limited to 16 students in each section. Prerequisite: Unless waived by the instructor, students must have successfully completed 57 credit hours, including either Real Estate Finance or Secured Transactions and either Agency & Partnership or Corporations. This course will show you the reality of what business lawyers do and how they do it as they work through a finance transaction—specifically, using an offshore floating oil and gas drilling platform and related pipelines and other properties, including a contract for the long-term use of the platform to provide a stream of payments, as collateral to secure a loan. The knowledge and skills you acquire are universal to the practice of business law, not just to energy finance or lending. The deal’s structure and documentation result from meeting client objectives, identifying and anticipating possible situations, solving problems, and dealing with issues as they come up. Sometimes you will represent a company using its assets to raise money under a web of existing contractual restrictions on new deals; sometimes you will represent a bank lender. Businesspeople often call this type of financing an “asset monetization. “Through weekly lectures and class discussions, small groups working as teams to re-draft deal documents, six weekly team conferences with professors, and close readings and document interpretation, you will analyze and document a deal, identify and manage risks, negotiate with other parties, and contend with unexpected developments. At the conclusion of the course, in lieu of a final exam, your team will turn in a notebook containing final drafts of the deal documents and a closing checklist of all documents required for the closing, together with annotations explaining the purpose of each document. Your team notebook will count at least 50% of your final grade. In addition, you will have several short, individual writing assignments, sometimes directed to other attorneys or to clients, to develop competency in writing skills, organization, and logic and to use a style of communication that meets the needs and expectations of the addressee.

Three semester hours credit. Offered in fall and spring, enrollment limited to 16 students in each section. Prerequisite: Unless waived by the instructor, students must have successfully completed 57 credit hours, including Corporations and Secured 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, or on classroom exercises. The class will meet once per week for two hours of substantive work, and students must be available for two additional hours per week to meet with the instructor for small group review of document drafts. Students will study the acquisition of a target company by its management through a leveraged buyout. Both the structure of the acquisition as a merger and the structure of the financing, including loans secured by the target’s assets, and investment by venture capital, will be reviewed, as well as other possible structures and financing techniques. Students will draft a merger agreement, a loan agreement, a security agreement, a guaranty, a stockholders ‘agreement, an attorney’s opinion letter, and various other documents. Professional responsibility issues will be included.

Three semester hours credit, offered in fall and spring, enrollment limited to 16 students in each section Prerequisite: Unless waived by the instructor, students must have successfully completed 57 credit hours. 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, or on classroom exercises. The class will meet once per week for two-hours of substantive work, and students must be available for two additional hours per week to meet with the instructor for small group review of document drafts. This course focuses on the development of client communication, problem-solving and contract drafting skills. Students learn about the intellectual property and investment laws of two foreign countries. The main body of the course is built around a multi-party transactional problem which requires the students to draft for a U.S. client a foreign joint venture agreement, a license agreement dealing with patents, trademarks, copyrights and trade secrets, and an international distribution of goods agreement. The students also learn by drafting about the basic documents needed for financing such transactions and about other major contract issues that arise in most, if not all of these transactions—dispute settlement, ethical concerns, the Foreign Corrupt Practices Act, gray market goods issues and export controls.

Three semester hours credit, offered in fall and spring, enrollment limited to 16 students in each section. Prerequisite: Students must have successfully completed 57 credit hours, including Oil, Gas, and Mineral Law and either Real Estate Finance or Secured Transactions. This drafting course introduces students to a hypothetical multi-faceted domestic onshore petroleum transaction. The scenario involves a mid-sized oil and gas exploration company attempting to acquire a position in a mature onshore field where most of the acreage has already been leased. Teams of students will draft leases for the unleased acreage within the prospect while also drafting a purchase and sale agreement (with form of assignment) to facilitate an assignment of other existing leases covering another portion of the prospect. These acquisitions will require a loan and thus a credit agreement and associated deed of trust over the acquired acreage will also be drafted. Regarding the remaining acreage of the prospect, the working interest of the existing leases not available for purchase will be acquired through a farm out agreement drafted to allow for the earning of acreage through drilling. Finally, a master service agreement will be drafted to provide the pertinent default contractual terms under which each specific site-preparation project will be conducted with various contractors.

Three semester hours credit, offered in fall and spring, enrollment limited to 16 students in each section. Prerequisite: Unless waived by the instructor, students must have successfully completed 57 credit hours, including Agency and Partnership and either Real Estate Finance or Secured Transactions. There will be no final examination, but students will be graded primarily on documents submitted by the team notebooks which the students will draft and turn in at the end of the course and will be graded in part on written assignments turned in during the semester, classroom participation, team participation, and on classroom exercises. The class will meet once per week for two hours of substantive work, and students must be available for up to two additional hours per week to meet with their team and/or the instructor for small group drafting, review, and discussion of the document drafts. Students will be required to read assignments in the course book before classes.

Students will learn about helping three individuals who want to invest together in commercial real estate. Determining who is the client and engaging the client will be followed by study of choice-of-entity issues. A limited liability company agreement will be discussed, and students will draft conflicts waiver letters, an engagement letter, a purchase and sale agreement for purchase of the real estate, a title objection letter, a bill of sale, a special warranty deed, an assignment and assumption of lease, a seller’s representations certificate, and a team agreement delegating responsibilities among the team members.

The instructor will expose the students to and juxtapose the Texas Real Estate Commission form for the acquisition of a home, a Texas Association of Realtors® form often used in commercial transactions, and a custom purchase and sale agreement used in the course. Additionally, students will review and provide comments to a promissory note, a deed of trust, a guaranty, and various other documents. Environmental issues, surveys, due diligence, opinion letters, and real estate title commitments will be examined and discussed in the course. Professional responsibility issues and ethics will be included in the course. The course is intended to be a skills course to apply real world practice skills that a new attorney will encounter in their first few years of practice.

Students will be tasked with group work, allocation of team responsibilities, and negotiations. The projects are intended for the teams to represent a buyer throughout the process of a real estate acquisition. Students will negotiate the draft purchase and sale agreement against the instructor, who will be representing the seller. Students will request changes to the loan documents from the position of the buyer/borrower, with the instructor representing the lender. These exercises will serve to teach students the use of redline/track changes in negotiating documents, to better understand negotiation leverage, to differentiate between business issues and legal issues, to communicate with the client, and to simulate actual attorney work encountered in practice.

The course will cover a lot of material students will be unfamiliar with from other courses. Transactional practice differs from many other practice areas and this course will provide insight into what to expect from a transactional law practice. As such, the course will require substantial work on the part of the student to gain the most value from the course. The objective is that the student will leave the course confident they understand how handle a real estate acquisition from beginning to end.

Substantial Writing Requirement

All South Texas College of Law Houston students must satisfy a substantial writing requirement as a condition of graduation. That requirement may be met by a Seminar or Supervised Research or by meeting the writing requirement for either the South Texas Law Review or CURRENTS: Journal of International Economic Law.

A student pursuing the Transactional Law Practice Certificate need not complete any additional writing requirement, but must satisfy the law school’s substantial writing requirement by writing on a topic related to transactional law and approved by the Program Director. To do so, the student should coordinate topic selection with the Program Director and, as appropriate, with the faculty member teaching the Seminar or Supervised Research or with the editor of the relevant student journal. Students are encouraged to consult with the Program Director early in the topic-selection process.

Grade Point Average

To earn the Certificate, a student must satisfy the following minimum grade point average requirements:

a 3.333 grade point average in all courses counted toward the Certificate; and
a 3.000 overall law school grade point average.

Application for Certificate

A student who expects to satisfy the requirements for the Certificate should notify the Program Director by email during the final semester of law school enrollment. In that email, the student should request to receive the Certificate and to be included in the law school’s Honors and Awards program.

Realistic Course Problems

Each capstone course centers on a realistic mid-market transaction of the kind students might encounter in practice. Some course problems are modeled on actual transactions in which a course developer was involved as counsel to a party. The transactions are complex enough to present substantial business and legal issues, while remaining manageable within a semester.

Focus on Lawyering Skills

These capstone courses are designed not only to familiarize students with particular transactions, but also to develop skills that transfer across transactional practice. Students strengthen their ability to draft documents, negotiate through redlines and track changes, use negotiation leverage, distinguish between business and legal issues, and communicate effectively with clients. The aim is to prepare students to contribute across a wide range of transactions and industries.

Practitioner Involvement

Practicing lawyers play an important role in the capstone courses. Adjunct faculty with relevant transactional experience continue to contribute centrally to the courses, helping keep them current and attentive to emerging issues in practice. The courses were also developed through collaboration between full-time faculty and accomplished practitioners to ensure that the transactions reflect issues students should expect to encounter in practice.

Demanding Course Expectations

These courses are demanding. Students draft five or six of the key documents required for the transaction, and assessment is based primarily on a portfolio submitted by each student team. Additional evaluation may include written assignments, classroom participation, team participation, and in-class exercises. Although each course meets once weekly, students should also expect up to two additional hours per week for team meetings and small-group drafting, review, and discussion.

Detailed Instructor Assessment and Feedback

A central feature of the capstone course model is frequent faculty engagement with students’ ongoing work, made possible by limiting enrollment to 16 students per section. These meetings often involve line-by-line review of draft documents, requiring students to explain the legal or business issue their proposed language addresses and to justify their drafting choices. The result is a highly hands-on model of individualized feedback, and that detailed review of draft work product has proved central to the success of the courses.

Collaborative Learning

The capstone course model makes deliberate use of collaborative learning by placing students in teams of three or four. Students work together to solve problems, complete tasks, and apply new concepts in a project-based setting. This approach strengthens understanding while also giving students experience collaborating in the way transactional lawyers often must in practice.

Professional Responsibility

All South Texas students must complete a course in Professional Responsibility, but students in the capstone courses also learn to recognize professional-responsibility issues in the context of transactional practice and to address them in a practical and ethically appropriate way. Each course problem therefore includes at least one issue implicating a lawyer’s professional obligations that students must identify and work through.

Students who complete the requirements for the Transactional Law Practice Certificate will be able to:

Explain the basic legal concepts of foundational subjects in transactional and related fields.
Analyze the legal issues presented in a moderately complex transactional context and predict likely resolutions.
Demonstrate legal writing skills essential to transactional practice.
Draft the primary legal documents necessary to carry out a representative transaction.
Collaborate effectively with team members in a project-based setting.
Recognize the role of counsel to businesses, business owners, and management, including the professional and ethical issues that can arise in representing different parties to a transaction.

Students interested in the Transactional Law Practice Certificate should email the Director at transactionalpractice@stcl.edu to indicate their interest.

Information sessions are typically held near the beginning of each semester. For upcoming events and program updates, please visit the Transactional Practice Center homepage.