Law 792:  Introduction to a Transactional Practice with Renewable Energy and Natural Resources Examples

This survey course is intended for those students who are interested in pursuing a transactional practice, whether at a law firm or in-house.  Through classroom lecture and hands-on review and analysis of actual transaction documents, students are introduced to asset purchase and sale agreements, stock purchase and sale agreements, limited liability company organizational and governing documents, limited partnership organizational and governing documents, documents for contractual joint ventures, asset-backed bank loan agreements, high yield debt issuance agreements, and hedging transactions.  Students will learn about concepts such as representations and warranties and covenants in key documents, along with understanding purchase price adjustments, effective date and closing date provisions, termination provisions and closing conditions.  Although the class is not a tax class, we will cover how transactions are structured to provide the client with the highest net after-tax return on its investment, a key component for a successful transactional lawyer.  Completing this course puts the new lawyer ahead of colleagues who have not become familiar with drafting and analyzing standard transaction documents before beginning their transactional practice.  New for Spring 2021 are transaction documents for renewable energy wind farm financing and operation and a discussion of solar energy transactions.

The class uses sample transactions occurring in a conventional and renewable energy and natural resources practice to illustrate the transaction documents, but most provisions in these documents are present in similar documents for other industries such as real estate and manufacturing.  Course materials will include a limited number of provisions from the Internal Revenue Code, sample transactional documents, and selected law review articles, all of which will be published on a class website.

Sequence and Prerequisites: A federal income tax class and a business organizations class are helpful but absolutely not required.  The student will be provided with all required background in these areas.

Evaluation: Administered final exam, with consideration for exceptional class participation.