James L. Clayton
Center for Entrepreneurial Law

For students choosing to pursue the Concentration in Business Transactions, you must take the courses listed below after completing your required first-year courses. This is in addition to the generally required upper division courses (Constitutional Law and Legal Profession) and other requirements for the J.D. degree.

IT IS RECOMMENDED THAT STUDENTS PERSUING THE CONCENTRATION IN BUSINESS TRANSACTIONS TAKE FUNDAMENTAL CONCEPTS OF INCOME TAXATION AND BUSINESS ASSOCIATIONS OR COMMERCIAL LAW IN THE FALL OF THEIR SECOND YEAR AND INCOME TAXATION OF BUSINESS ORGANIZATIONS AND BUSINESS ASSOCIATIONS OR COMMERCIAL LAW IN THE SPRING OF YOUR SECOND YEAR. Although it is possible to take these courses in the third year, there is no guarantee of admission -- registration is subject to course enrollment restrictions and no preference is given to those seeking to complete the concentration.

Course Descriptions and Recommended Course Sequence:

Course Title	Pathway to Representing Enterprises Capstone	Pathway to Transactional Tax Planning Capstone
Introduction to Business Transactions	2L Fall	2L Fall
Fundamental Concepts of Income Taxation	2L Fall	2L Fall
Business Associations	2L Fall or Spring	2L Fall or Spring
Contract Drafting	2L Fall or Spring	2L Fall or Spring
Income Taxation of Business Organizations	2L Spring	2L Spring
Commercial Law	2L Fall or Spring	3L Fall or Spring
Land Finance Law	3LFall	3L Fall
Capstone (at least one required):	Representing Enterprises 3L Spring	Transactional Tax Planning 3L Fall

Introduction to Business Transactions
(2 credit hours). Background information regarding the basics of accounting and finance which every business lawyer should know. The course also covers how business people analyze deals, and how various players in the business world interact with each other and with lawyers. Waived for those with sufficient business background -- See Professor Lloyd if you are not sure you need to take this course.

Fundamental Concepts of Income Taxation
(3 credit hours). An introduction to the principles of federal income tax law and how that law affects financial planning. Three Units. Enrollment cap of 72 students.

Business Associations (4 credit hours). Legal issues surrounding formation, operation and dissolution of business firms. Four Units. Enrollment cap of 72 students.

Contract Drafting (2 credit hours). A seminar in which students learn the basic principles of drafting contracts, leases and other agreements, and put these principles into action by drafting and redrafting contracts, both in and out of class. It is recommended that you take this course in your second year if you wish to preserve your ability to complete the concentration. The course is generally taught in small sections of no more than 12 students each, and typically there are four sections. (Satisfies Planning and Drafting requirement.)

Income Taxation of Business Organizations
(3 credit hours). An analytical and comparative study of the federal income taxation of the various forms of business organizations which students will encounter in practice. There is an enrollment cap of 72 students for this course. (Prerequisite: Fundamental Concepts of Income Taxation.)

Commercial Law (4 credit hours). Basic coverage of the most significant provisions of the Uniform Commercial Code; security interests in personal property (Article 9 of the U.C.C. and relevent Bankruptcy Code provisions); commercial paper, including checks, notes, and other negotiable instruments (Articles 3 and 4 of the U.C.C); and sales of goods, including coverage of portions of Article 2 of the U.C.C. not covered in Contracts.

Land Finance Law (3 credit hours). An examination of the mechanics of financing real estate transactions. Students become familiar with traditional financing devices such as mortgagees, deeds of trust and land sale contracts, as well as new developments in areas such as condominiums, cooperatives, subdivisions and shopping centers. There is an enrollment cap of 72 students.

Capstone Courses: There are two capstone courses for the concentration, Representing Enterprises and Transactional Tax Planning. Both are offered as instructors are available. You must take at least one of the capstone courses and you may take both if they are offered and your schedule allows.

Representing Enterprises
(3 to 5 credit hours). This course, taught in a series of modules, by full time faculty and adjuncts, integrates prior course work in simulations of business transactions. The transactions vary from year to year, and have included formation of a new business, acquisition of a new business, obtaining a working capital loan, negotiating and documenting a shopping center lease, securitization of receivables, and confirming a chapter 11 plan of reorganization. This course is taken in the spring of your third year. It is usually taught in small sections of no more than 14 students (Prerequisites: all other courses in the concentration; satisfies Planning and Drafting requirement; up to two of the prerequisites can be taken concurrently with Representing Enterprises as co-requisites.)

Transactional Tax Planning (3 credit hours). Advanced study of taxation of business organizations, including tax treatment of business acquisitions, tax planning for financially troubled entities, and the review of recent transactions that involve cutting-edge planning and have shaped changes in the law. Limited enrollment. This course is taken, when offered, in the fall of your third year. (Prerequisites: 818 Fundamental Concepts of Income Taxation and 972 Income Taxation of Business Organizations; satisfies Planning and Drafting requirement.)

If you have questions or want to discuss the Concentration in Business Transactions, please contact Professor Kuney. His office is in Room 202-B (second floor, inside rotunda) and his email address is kuney@libra.law.utk.edu.