LAW 251P - Corporate Counsel Practicum.

This practicum places the student in the position of counsel to an affiliated group of corporations and limited liability companies dealing with corporate structure, environmental, products liability, real estate, insurance, and indemnity issues. Students will analyze methods of sale of a closely held business to a publicly traded company and draft significant documents associated with the negotiation and the contract for the sale of the business. As part of the transaction students will deal with pending litigation against the business and representations required by the buyer as part of the transaction. The course has a heavy emphasis on drafting, in both litigation and transactional settings. Specific drafting projects include: Rule 26 disclosure in Federal Court; electronic discovery stipulations and analysis of document retention policies of the business; evaluation of letter of intent to purchase the business and development of revisions to be sought by seller; environmental evaluation and remediation documents connected to sale; evaluation of pending litigation; sections of purchase agreement dealing with allocation of liability, indemnification, condition of assets, title and liens against assets, and representations and warranties. While most of the work in the course involves drafting and independent research, sessions will be conducted on the issues involved in the drafting of documents with attention paid to the areas of substantive law relevant to the documents to be drafted. Attorneys whose practices concentrate in environmental law, civil litigation, real estate transactions, and mergers and acquisitions will conduct the sessions involving the substantive law in their areas of expertise. These sessions, while instructional, should replicate in part conferences that would be held among counsel representing a seller. This course is designed to expose the student to the breadth of issues that corporate counsel handles through the mechanism of the sale of the business. Four hours. Jennings