The principal job of the transactional attorney is to identify the risks of a proposed transaction, evaluate them, and suggest ways to minimize or avoid them by careful contract drafting or other planning. That requires understanding that transaction and the legal framework in which it will occur. Like prior editions, the third edition of Commercial Transactions: Secured Financing attempts to develop the chief skills of the transactional attorney - risk identification and avoidance - as it teaches asset-based financing transactions and the law regulating such transactions, both personal property and real estate, state and federal, statutory and case law.
The casebook adopts a problem-solving approach. Instructors can devote class time exclusively to discussing one problem from the problem set that follows each topic or issue. The problems seek to: 1) establish black letter law; 2) pose drafting or other planning issues; and/or 3) raise interpretive issues. An extensive Teacher's Manual (available only to professors) describes the authors' suggested analysis of each and every problem and red flags potential land mines.
Part One explores the basic state law system of secured credit and the impact of the federal law of bankruptcy on that state law scheme.
Part Two focuses on three specific areas of secured financing - inventory and receivables, promises and fixed assets - and develops certain risks idiosyncratic to each area.