The John Marshall Law School

Legal Representation for Businesses and Not-For-Profit Organizations

The practice of law and the market for lawyers are changing. Law firms are demanding that recent law school graduates arrive with ready-to-work skills that will make them productive lawyers from the start. As such, law schools have an obligation to equip their graduates with the skill set to become competent business and transactional lawyers. The John Marshall Law School's Business Transaction Externship Program (Law 291, 1 or 2 Credits) provides degree candidates practical, real-world training in business and transactional law by representing real clients.

Under the direction of Michael Schlesinger, degree candidates will represent not-for-profit organizations and business persons with limited financial resources to retain legal counsel in connection with their business and transactional matters. Degree candidates will

• work in a law firm environment;
• work on a variety of business transactions;
• work directly with business clients and not-for-profit organizations;
• concentrate on the legal and business issues of a particular transaction;
• understand the business and professional demands of practicing law.

Upon completion of the Business Transactions Externship Program (BTEP), degree candidates will possess a solid foundation in the legal and practical skills necessary to be a business and transactional lawyer.

Preference for enrollment will be given first to degree candidates who have completed Transactional Law and Representing the Business Client, and next to students who enroll in Transactional Law and Representing the Business Client concurrently with the BTEP.

Transactional Law and Representing the Business Client

Though it is recommended that students complete Transactional Law and Representing the Business Client (Law 149, 3 Credits) before enrolling in the BTEP, Transactional Law and Representing the Business Client may be taken concurrently with the BTEP. The skills learned in Transactional Law and Representing the Business Client will be applied directly in the BTEP.

In Transactional Law and Representing the Business Client, degree candidates participate in a series of simulated business transactions that they are likely to encounter during their first few years in the practice of business and transactional law. By rotating between the roles of student-lawyer and student-client, degree candidates view and negotiate each simulated transaction from a different perspective.

In order to prepare degree candidates to become business and transactional lawyers, students will

• study materials on topics such as business planning and effective negotiating strategies and techniques;
• negotiate agreements among principals (shareholders, members, and partners) with respect to the form of business entity;
• examine the capital structure of a business entity and negotiate the rights and preferences among the principals in connection with the entity's capital structure;
• examine the governance of closely held business enterprises and not-for-profit organizations;
• negotiate agreements for the purchase and sale of assets, sale of stock, partnership and memberships interests, and merger agreements;
• negotiate employment, management, consultation, license, and other agreements;
• examine financing transactions through which businesses and not-for-profit organizations borrow money from financial institutions;
• negotiate loan documents, including the loan agreement, security agreement, and guaranty, and analyze the essential terms of a loan transaction;
• examine alternative methods to raise capital through a private placement exempt from registration requirements.