This guide is an instructional tool designed to train junior lawyers in the skills needed for successful transactional lawyering. Through carefully designed problems and exercises—more than 80, which become progressively more challenging by subject—the first part of the book helps junior lawyers 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. The lawyers also practice deal design, conduct due diligence, and negotiate contract language.

The second part of the book consists of four simulated commercial transactions, each of which consists of several parts. In each simulation, the lawyers further develop their transactional lawyering skills by structuring, negotiating, and documenting a deal on behalf of a one of the parties to the transaction. All of the problems, exercises, and simulations require active engagement followed by review and assessment by an experienced individual. Consequently, the book is accompanied by an extensive teacher’s manual that includes a detailed response to each problem and guidance on teaching each of the simulations.

This groundbreaking book and accompanying teacher’s manual are designed as a tool for law professors and law firm partners to train students and junior associates in transactional lawyering skills. Premised on the need to integrate doctrinal learning with skills acquisition, the book provides extensive textual explanation followed by realistic problems and exercises, organized in a hub-and-spoke approach.