This course is designed to provide students with an understanding of the basics of the practice of a transaction lawyer. It will provide an overview of the building blocks of a significant business transaction from term sheet to closing. Primary focus will be on the basic documents related to major financings as well as sales of all or substantial portions of business entities. These documents include loan, note purchase, asset sale and stock sale agreements with a more detailed examination of financing documents including those involving non-US companies. In this context the function and primary provisions of formal transaction specific legal opinions will be analyzed. Students will also be provided with a road map of the steps needed to transition from a law student to a well trained junior transactional lawyer. Written assignments will include preparing first drafts of basic transaction documents.