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Introduction to Transactional Law

Corporate Law In common parlance, the term "corporate lawyer" is often used as a
synonym for "business lawyer." In its broadest sense, corporate legal practice thus varies substantially. Corporate lawyers commonly advise a diverse set of clients, including closely-held, publiclytraded and even multinational companies. Many corporate lawyers also represent financial institutions, such as banks, investment banks, and institutional investors, such as insurance companies, pension funds, mutual funds, private equity funds and hedge funds. The issues a corporate lawyer might work on include, among other things, capital formation and securities issuances, mergers, acquisitions and divestitures, leveraged buy-outs, joint ventures, business restructurings, licensing and intellectual property rights and commercial contracts, as well as related regulatory matters. A lawyer specializing in the securities regulation aspects of corporate law could expect to work on both public and private offerings of debt, equity and hybrid securities. Today's corporate practice emphasizes creative and practical solutions to the issues and problems that arise in today's complex and competitive financing and business environment. Corporate lawyers must be responsive, efficient, and sensitive to the needs of the client. The globalization of the capital markets requires an increasing degree of international expertise on the part of corporate lawyers. Understanding international capital markets enhances your ability to advise clients and meet the demands of the U.S. capital markets.

Commercial Law The commercial lawyer engages in a transactional practice, heavily


centered on documentation and negotiation. The commercial lawyer represents borrowers and lenders in all forms of financial transactions ranging from project finance to securitization, flooring agreements, ordinary revolving credit, receivables and inventory financing and letters of credit. Although in-house general counsel and chief financial officers are often involved on the borrowers' side, borrowers routinely use outside counsel to negotiate and document major financings. Frequently, a lender will use outside counsel to provide basic legal representation in lending transactions. the loan is secured, additional documents must be prepared and negotiated. Borrowers often bargain over the scope of collateral and guarantees, and the business terms are always negotiated with respect to interest rates, term, advance rates, covenants, financial and performance ratios and the like.

Real Estate Finance The real estate finance lawyer specializes in development construction and
project financing involving real property, fixtures or mixed collateral. In essence, the real estate finance lawyer practices commercial law to facilitate purchase, sale, development, improvement or refinancing of real property projects. The lawyer must become familiar not only with the substantive law of mortgages, deeds of trust, servitudes, fixtures, water and mineral rights and the like, but also must become attuned to the political process to obtain approval of permits, zoning, variances, environmental impact statements, toxic waste testing and the like. The lender's lawyer must prepare necessary documentation and anticipate remedies in the event of default. Counsel for the borrower, developer, buyer or seller must negotiate the business and legal terms. Some projects, such as a marina development, involve numerous third parties with specialized interests. Sometimes the escrow agent will require counsel to prepare and negotiate an escrow and indemnity agreement. If construction is involved, the surety on a bonded project will require counsel to protect its interests.

Tax Law All economic transactions and many personal decisions have important tax implications.
Often, the tax issues arising from commercial and personal decisions are sufficiently complex to require the involvement of attorneys specializing in taxation. The specific role of the tax lawyer varies greatly depending on the context. Not all tax lawyers work in law firms. The most obvious alternative opportunity for specialists in tax law is to work for the state or federal government. Tax lawyers occupy important legal and policy positions at the IRS, at the U.S. Treasury Department and on Capitol Hill. Tax lawyers occupy similar positions at the state level. Other options for specialists in tax law include the large international consulting and accounting firms. These firms are hiring students from law schools at an increasing rate.

International Business Law Some students may plan to pursue a career as an


international business lawyer. This may include the international public law context in which business is transacted, law relating to trade in goods, technology transfer, foreign direct investment, private international dispute settlement and taxation of international transactions. In addition, the great breadth of courses offered allows students if they wish to focus on the law of Asia, Europe or Islamic countries.

Banking Law The banking lawyer represents banks in financing all kinds of commercial
transactions. In addition to preparing and negotiating the loan and security documents, the bank's counsel also must be aware of bank regulatory and accounting issues. The banking lawyer should counsel the client to limit the prospect of lender liability, waiver or estoppels and sometimes will suggest the organization of bank procedures and files to minimize exposure. Of course, the banking lawyer will prepare numerous documents to give notice of and enforce defaults. The banking lawyer should pay particular attention to the grant and perfection of security interests. bank loans where other financial institutions participate to diversify the bank's risk or international topics.

Internet and Technology


Exploring the role of the Internet and supporting technologies, sector actors, applications and actions in sustainable development

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Policy and Governances


The Internet now underpins most aspects of our economies and societies in the global North, and increasingly also does so in the South. Technologies supporting the Internet are also being applied to the development of innovative ecosystem management systems, including energy and climate change solutions. Therefore, good governance of the Internet and its related technologies is necessary for progress on economic, social and environmental challenges.

ICTs and the Environment


It is becoming increasingly clear that we are unlikely to avoid major environmental challenges resulting from unsustainable practices to date. Our best option in many cases will be to enhance our capacity to predict and track such changes, develop appropriate management and adaptation strategies, and plot a course toward better environmental management. ICTs offer promising solutions for supplying the detailed trend and realtime data required for this approach to be effective. Examples include smart grids, wireless sensor networks and social networking for transformative change. At the same time, the sustainability of these technologies must also be managed to avoid unintended consequences such as increased consumption and environmental damage from electronic waste. ss

Social Transformation
Large-scale economic and social choices made by individuals, organizations and communities about how to use ICTs to change their structures and behaviors will play a potentially significant role in determining whether there is a successful global response to the challenge of achieving sustainable development. For example, youth are a dominant force behind the development and adoption of social networking applications, which are just beginning to reveal their potential for facilitating transformative change.

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