LAW 262P - Deals Practicum.

This course presents an opportunity to engage in sustained analysis of the structure of complex corporate transactions and contracts - that is, “deals.” Students will learn to identify contracting patterns that emerge across various types of deals - potentially including mergers and acquisitions, joint ventures, financings, and others - developing a toolbox of concepts and skills broadly applicable in transactional legal practice, while discerning idiosyncrasies that affect transaction structures and contracting practices in the various deal contexts studied. The course involves two components. The first acquaints students with a range of conceptual building blocks permitting them to evaluate alternative transaction structures. Readings draw from multiple literatures, and negotiation and drafting exercises illustrate various elements of transactional practice and design. The second component builds on the first, requiring students to apply these concepts to “live” deals. Working in teams, students develop in-depth analyses of complex transactions recently negotiated by practicing transactional lawyers. Following each team’s presentation to the class, the lawyers who negotiated the transaction present their own perspectives and experiences, giving students an opportunity to pursue open questions and reality-check their understanding of the deal against that of the actual participants. Four hours. Bruner. Prerequisites: Close Business Arrangements and either Publicly Held Businesses or Securities Regulation.