Concentration in Business Transactions

Since a high proportion of legal work occurs in the representation of businesses, the Business Transactions curriculum allows second- and third-year students to concentrate their studies on the legal aspects of business and finance, emphasizing the needs of business concerns both large and small.

Many of our faculty members have practiced with prestigious law firms in their transactional practice groups and are uniquely qualified to mold a curriculum that will give students practical experience in business law — from the perspectives of both transactional lawyers and commercial litigators. In part, the Business Transactions concentration was created to take advantage of these real-world experiences. This Concentration is administered by the College’s Center for Entrepreneurial Law.

Following this course of study helps students develop competence in the kinds of transactional matters lawyers handle daily, such as working with clients in planning and carrying out business transactions, drafting and negotiating documents, and counseling clients about compliance with laws and regulations. The curriculum allows students to prepare for practice in this field. Core doctrinal courses in Business Associations, Fundamental Concepts of Income Taxation, Taxation of Business Organizations, Real Estate Finance Law, and Secured Transactions are complimented by applied courses in Contract Drafting and Representing Enterprises, Transactional Tax Planning, or Estate Planning. Students who have met the requirement of this concentration and the other requirements of the College will be acknowledged as having completed the J.D. degree with a concentration in Business Transactions. See what students have to say about the concentration.

Courses

Accounting & Finance Basics for Lawyers (2 credit hours) Background information regarding the basics of accounting and finance that every business lawyer should know. The course also covers how business people analyze deals, and how various players in the business world interact with each other and with lawyers. Waived for those with sufficient business background.

Fundamental Concepts of Income Taxation (3 credit hours) An introduction to the principles of federal income tax law and how that law affects financial planning. Three Units. Enrollment cap of 72 students.

Business Associations (3 credit hours) Legal issues surrounding formation, operation and dissolution of business firms. Four Units. Enrollment cap of 72 students.

Contract Drafting (2 credit hours) A seminar in which students learn the basic principles of drafting contracts, leases and other agreements, and put these principles into action by drafting and redrafting contracts, both in and out of class. It is recommended that you take this course in your second year if you wish to preserve your ability to complete the concentration. The course is generally taught in small sections of no more than 12 students each, and typically there are four sections. (Satisfies Planning and Drafting requirement.)

Income Taxation of Business Organizations (3 credit hours) An analytical and comparative study of the federal income taxation of the various forms of business organizations which students will encounter in practice. There is an enrollment cap of 72 students for this course. (Prerequisite: Fundamental Concepts of Income Taxation.)

Secured Transactions (3 credit hours) Basic coverage of the most significant provisions of the Uniform Commercial Code’s Article 9 and relevant Bankruptcy Code provisions.

Real Estate Finance Law (3 credit hours) An examination of the mechanics of financing real estate transactions. Students become familiar with traditional financing devices such as mortgages, deeds of trust and land sale contracts, as well as new developments in areas such as condominiums, cooperatives, subdivisions and shopping centers. There is an enrollment cap of 72 students.

Capstone Courses

There are three capstone courses for the concentration, Representing Enterprises, Transactional Tax Planning, and Estate Planning Seminar. Those courses are offered as instructors are available. You must take at least one of the capstone courses and you may take all three if they are offered and your schedule allows. Alternative, Semester in Residence may be approved to satisfy the capstone requirement.

Representing Enterprises (3 to 5 credit hours) This course, taught in a series of modules, by full-time faculty and adjunct professors, integrates prior course work in simulations of business transactions. The transactions vary from year to year, and have included formation of a new business, acquisition of a new business, obtaining a working capital loan, negotiating and documenting a shopping center lease, securitization of receivables, and confirming a chapter 11 plan of reorganization. This course is taken in the spring of your third year. It is usually taught in small sections of no more than 14 students (Prerequisites: all other courses in the concentration; satisfies Planning and Drafting requirement; up to two of the prerequisites can be taken concurrently with Representing Enterprises as co-requisites.)

Transactional Tax Planning (3 credit hours) Advanced study of taxation of business organizations, including tax treatment of business acquisitions, tax planning for financially troubled entities, and the review of recent transactions that involve cutting-edge planning and have shaped changes in the law. Limited enrollment. This course is taken, when offered, in the fall of your third year. (Prerequisites: 818 Fundamental Concepts of Income Taxation and 972 Income Taxation of Business Organizations; satisfies Planning and Drafting requirement.)

Estate Planning Seminar (2 credit hours) After a brief consideration of the ethical conflicts that can occur in the estate planning process, the course focuses on drafting two legal documents commonly used in planning for clients with taxable estates, the life insurance trust and the will (the latter employing the Federal Estate and Gift Tax Unified Credit and marital deduction). Class time will be spent on understanding the provisions of these instruments, including the possible interaction of certain clauses. Students are then required to assemble the articles and clauses studied in class into a finished work product and to draft letters to the client and fiduciaries explaining the legal documents. The course seeks to simulate the production of legal documents as is typically expected of a beginning lawyer in an established trusts and estates practice, with emphasis on a polished work product, including appropriate communications with clients. This course is taken, when offered, in the spring of your third year. Limited enrollment. (Prerequisite: Wills and Trusts (935). Recommended: Fundamental Concepts of Income Taxation (818); satisfies Planning and Drafting requirement.)

Semester in Residence (subject to the student receiving approval from the Director of the Center for Entrepreneurial Law; contact the Director with a description of the Semester in Residence and its planned components so that it can be evaluated for this purpose.)

Curriculum

Pathway to Representing Enterprises Capstone

Introduction to Business Transactions (2L Fall)
Fundamental Concepts of Income Taxation (2L Fall)
Business Associations (2L Fall or Spring)
Contract Drafting (2L Fall or Spring)
Income Taxation of Business Organizations (2L Spring)
Secured Transactions (2L Fall or Spring)
Real Estate Finance Law (3L Spring)
Representing Enterprises (3L Spring)

Pathway to Transactional Tax Planning Capstone

Introduction to Business Transactions (2L Fall)
Fundamental Concepts of Income Taxation (2L Fall)
Business Associations (2L Fall or Spring)
Contract Drafting (2L Fall or Spring)
Income Taxation of Business Organizations (2L Spring)
Secured Transactions (2L Fall or Spring)
Real Estate Finance Law (3L Spring)
Transactional Tax Planning (3L Fall)

Pathway to Estate Planning Capstone

Introduction to Business Transactions (2L Fall)
Fundamental Concepts of Income Taxation (2L Fall)
Business Associations (2L Fall or Spring)
Contract Drafting (2L Fall or Spring)
Income Taxation of Business Organizations (2L Spring)
Secured Transactions (2L Fall or Spring)
Real Estate Finance Law (3L Spring)
Estate Planning Seminar* (3L Fall)

*Estate Planning Seminar has a prerequisite that is not required for the concentration but that must be taken in order to take this capstone: Wills and Trusts.