Adv Lgl Wr: Transactional Drafting

The course offers practical experience in drafting and reviewing contracts, corporate documents, and licenses, using a software startup company as a source of examples.  We will begin from the initial engagement letter and work through the life cycle of the company through sale of the company.  We will focus first on understanding a client’s business objectives, and then on how to draft and analyze contracts, in plain English, with those objectives in mind. Examples include an engagement letter for joint representation of two founders, company formation, intellectual property agreements, venture capital financing term sheets and agreements, software licensing and distribution contracts, employment agreements, consulting and services agreements, and transaction documents for the sale of a business.   

The course includes classroom lecture and exercises, and a weekly writing requirement, with feedback from the instructor.  It may be helpful, but is not required, to have taken or being taking concurrently a course in business associations.  Students who do not yet have that background may expect to have to do some additional reading to understand the issues to be dealt with in drafting  (just as you might when, as a new lawyer, you work on a project of a kind you have never seen before). 


Class Details

Meeting Days Time Location
Thursday 4:15 - 6:05 pm TNH 3.124
Exam Type Date Time Alpha Range Room

Additional Information

Course Type
Grading Method
Pass/Fail Mandatory
Satisfies ABA Professional Skills Requirement
Course credits count towards ABA Experiential Learning Requirement


  • Working with Contracts: What Law School Doesn't Teach You - Fox, Charles M.
      PLI Corporate and Securities Library, edition: 2d
      ISBN: ISBN-10: 1402410603   (required)
  • Venture Deals: Be Smarter than Your Lawyer and Venture Capitalist - Feld, Brad
      Wiley & Sons, edition: 3d
      ISBN: ISBN-10: 1119259754   (required)