Long at the forefront of legal education — and building on the strength of established programs that produce practice-ready attorneys — South Texas College of Law Houston introduced the nation’s first Transactional Practice Center (TPC) in 2004. Designed to help South Texas Law graduates achieve early success in transactional practice, this pioneering program recently celebrated a milestone anniversary: 20 years of success for itself and its alumni.
More than a decade before the New York Times published an article bemoaning the lack of practical skills in first-year lawyers1, South Texas Law’s Prof. David East (now retired) had already begun to address concerns brought to him by a group of former students. Although these graduates knew they had received quality instruction and were confident they left school prepared for the courtroom, they felt there was a gap in their legal education. Clients needed them to handle transactions and business matters for which they felt less prepared.
In January 1999, East taught the first transactional “capstone” course to a group of third-year students who learned how to handle a managed leveraged buy-out of a privately owned company. The course, which was based on an actual business transaction, made East “one of the pioneers of transactional law practice teaching,” said Prof. John Worley, now director of the TPC.
South Texas Law was among the first law schools to emphasize transactional law practice, according to Worley. East began creating additional transactional courses. He also developed innovative teaching models that continue to set the program apart, such as using current practitioners of transactional law as teaching partners.
“No other law schools were taking this approach; no other schools were addressing the need for this kind of preparation,” said East, who was chair of the State Bar of Texas Business Law Section. He vividly remembers sharing his ideas with the new dean and president of South Texas Law at the time, James Alfini.
Alfini, formerly the dean of Northern Illinois Law School, had come to South Texas Law in 2003. He immediately saw the value and extraordinary creativity of the transactional courses East was teaching, and he supported him wholeheartedly.
“Many lawyers never see the inside of a courtroom,” Alfini said. “They are deal lawyers, not trial lawyers. They needed guidance in understanding how to approach the day-to-day demands of business law. It was exciting to be involved with a visionary like David East and to offer reality-based training for students who wanted a transactional career.”
Alfini and East discussed additional courses and how they should be taught. “We talked about how this project could become a tremendous, career enhancing track for the students — like a credential,” East recounted. “The dean looked at me and said, ‘These are not just classes. What we have here is a Transactional Practice Center. This could be big!’”
Soon, Worley was brought into the conversation. One of East’s best friends since joining the STCL Houston faculty, he became involved in organizing and implementing the program and teaching classes. Formerly an attorney at the Atlanta firm now known as Kilpatrick, Townsend and Stockton, Worley’s background as a practitioner of business and financial services law made him the right addition to the program. “He has been a true co-creator,” said East. “He was not the co-director in title only; he was the administrative powerhouse.”
Other South Texas Law professors brought their expertise to the team, like international law expert Prof. Cherie Taylor. “International Law is an important component of the TPC,” Taylor said. “Transactional work includes deals that can be incredibly complex, with parties in multiple countries, under various kinds of governmental regimes. Attorneys involved in this kind of work need to be able to address issues of compliance, anti-trust and anti-corruption laws, and technology solutions — including intellectual property rights, across borders.”
The project that began as a single course on how to handle a merger and acquisition deal continued to grow in scope and relevance, officially becoming the Transactional Practice Center in 2004. The TPC’s certificate program was launched in 2006, and in the coming years, the dual JD/MBA degree option became a reality. Upon East’s 2021 retirement, Worley became the center’s director.
When South Texas College of Law Houston began offering night classes to working professionals in 1923, the law school relied heavily on part-time teachers who were well-established, successful attorneys. As the school became able to offer a more traditional schedule of classes with a full-time faculty, and recruited more students fresh out of undergraduate programs, it continued to rely on part-time, adjunct professors who were practicing attorneys.
Even now, as STCL Houston begins its second century, many successful practicing attorneys are teaching or co-teaching courses as adjunct professors — especially in the TPC.
“The participation of adjunct professors is essential to the Transactional Practice Center,” said Distinguished Lecturer in Transactional Practice and Adjunct Professor David Keyes, Of Counsel to Kelly, Hart, and a retired partner at Vinson & Elkins. He has co-taught finance-related capstone courses for the last 18 years. “Traditional law courses usually focus on legal theory and the development and current state of the law, including cases and statutes. In the TPC, students also must learn the important cases and statutes affecting their transactions. But in addition, TPC students learn what it’s really like to be a transactional attorney, and how transactions are created and documented.”
East readily credits adjuncts for the role they have played in the TPC’s success since the beginning. “I got lucky,” he said. “I started teaching this material and had the chance to bring in a Big Law attorney or two to help give the students a look at how it really happens. I realized the practitioners were essential to making the TPC so valuable, and I continued to recruit them.”
Not surprisingly, many of the successful practicing attorneys who have been involved with the TPC as teaching partners are South Texas Law graduates, like Irene Kosturakis ’86, area vice president and senior counsel for intellectual property at BMC Software. One of East’s Secured Transactions students, she was a civil engineer who became an intellectual property attorney. Asked by East to help draft the legislation that is now known as the Uniform Computer Information Act, Kosturakis became the chair of the State Bar of Texas Business Law Section and a leader at the Texas Business Law Foundation.
Kosturakis — who was influential in the recent establishment of the Texas Business Courts — was East’s choice as an adjunct when the TPC added an international business capstone course. “I co-taught the International Business Transactions course with Prof. Taylor for 13 years,” she said. “I was able to pass on to STCL Houston students the knowledge of intellectual property transactions in the form of a non-disclosure agreement, a license agreement, and a foreign distribution agreement. Students left that class with a portfolio of seven documents that would serve as templates for future transactions they might face.”
Another South Texas Law former student who has been involved with the TPC is Derek Pershing ’13, a commercial real estate attorney and shareholder at Wilson, Cribbs, & Goren. A fellow of the American College of Real Estate Lawyers, he is the youngest lawyer — and one of only 42 practicing attorneys in Texas — to hold three board certifications from the Texas Board of Legal Specialization in Commercial Real Estate Law, Residential Real Estate Law, and Farm and Ranch Real Estate Law. The STCL Houston Alumni Association awarded him the 2021 Young Alumni Award for his contributions to the law school and the legal profession. He teaches the Real Estate Transactional Skills Capstone course in the TPC’s certificate program.
Pershing gravitated toward the business and real estate-oriented courses. He graduated from South Texas Law with a JD and a Transactional Law Practice Certificate. “The certificate program provided me with a framework for practice and the skill set to be able to perform in the role of transactional attorney,” he said. Committed to helping train others in commercial real estate law, Pershing is often a mentor to students.
Students wishing to obtain the certification must complete a rigorous course of study that includes both doctrinal and skills courses. To participate, the student must have a minimum grade point average of 3.0. They must meet the substantive course requirements (three required courses and three approved electives), and a substantial writing requirement (a research project on an approved business law or transactional practice topic). The certificate also requires a grade point average of 3.33 in the courses taken to satisfy program requirements.
Students also must take a required “foundational” skills course that focuses on contract drafting — the essence of transactional legal work — including either contract building blocks or contract negotiating and drafting. They then choose one of five capstone courses: corporate, real estate, international business/intellectual property, business finance, or oil and gas. The capstone courses are limited to 16 students, who attend weekly classes and also meet in small groups (usually, in teams of four students) to draft transaction documents. They also must participate in two-hour review sessions with professors in about half the weeks.”
“The documents they create are examined line by line,” Keyes said. “It is very intense and time consuming for the students and the teachers.” By the end of the semester, each capstone student has created a series of documents to be used in the type of transaction being studied. For example, students taking Keyes’ courses in corporate and business finance transactional practice spend several weeks on professional responsibilities, liabilities, and skills in writing attorney legal opinion letters addressed to third parties in the transactions. “Few law schools teach legal opinion practice, but it is an important part of some types of business transactions, especially those involving bank loans and other types of debt financing,” he said.
Joint JD/MBA Degree Programs: Texas A&M’s Mays School of Business and the University of St. Thomas’ Cameron School of Business have partnered with the TPC, offering an opportunity for students who have completed two years at South Texas Law to obtain their MBA in one year, then return to the law school to complete their third year of legal education. The business schools operate similar program models, but each has its own requirements for admission and degree completion.
Two initiatives are being discussed as next steps in the program’s development, Worley said. A business practice mentorship program would match students with mentors practicing in the students’ areas of practice interest and encourage several meetings between the parties throughout the academic year. Externships would allow students to be placed with corporate legal departments and law firms involved in business transactional work.
The success of law graduates who gained transactional practice skills at South Texas Law continues to show the program’s effectiveness. “We have outstanding alumni working in business transactional practice, and we are so proud of them,” Worley said. “We will continue to talk with our alumni to ensure the program remains innovative and strong going forward — and that we are preparing graduates they will be eager to hire now and well into the future.”
