This book is designed to help train law students in the skills needed for successful transactional lawyering. Through carefully designed text and exercises, the first part of the book helps students understand and strategically use the different types of contract terms, translate deal terms to precise contract language, use forms appropriately, and spot and resolve ambiguity. Students also practice deal design, due diligence, and negotiating contract language.

The second part of the book consists of four simulated commercial transactions through which students further develop their transactional lawyering skills by structuring, negotiating, and documenting a deal on behalf of a one of the parties to the transaction.

Many of the exercises are based on recent cases or the documents used in real transactions, and thus are both realistic and timely. The exercises are also carefully scaffolded – that is, for each skill, they are presented in order of increasing length and complexity – to facilitate student learning. Throughout, the authors emphasize the importance of knowing the law applicable to the transaction and to each particular term, and how that knowledge should affect how a clause is drafted or a transaction is structured.