S. Deals Workshop: Acquisition & Corporate Finance

No exam; students will be required to turn in periodic short written assignments.
Minor writing credit.
Grades will be determined based on evaluation of class participation and written assignments.

Finance is a significant part of most business transactions. The Workshop will use Acquisition and Corporate Finance to give students the analytical, writing and negotiation skills they need to be successful transactional lawyers in a variety of settings by bridging the gap between academic theory and transactional practice. The course is designed both for students who expect to be practicing in a law firm transactional setting as well as students who expect to be advising clients in a range of other settings, including in-house counsel settings. The course will introduce students to basic deal-making techniques in Acquisition and Corporate Finance, including structuring and negotiating terms of a transaction, drafting and analyzing documents, reviewing and advising on various types of transactions in which Finance plays a significant part, dealing with clients, working with other parties to a transaction, and exploring the ethics underlying transactional practice. The course will help students understand and explore the interplay of law, business, strategy, real-world issues, ethics and common sense involved in deal making. We will explore the lawyer's role in structuring and implementing deals to create value, managing business and other risks, counseling clients and promoting parties' interests in a complex legal and regulatory environment involving laws and customs in the United States and abroad. Using case studies, exercises and simulations, including drafting term sheets and portions of transaction documents, negotiating deal terms, writing emails and formal and informal memoranda for clients, and analyzing contract language, the course will seek to improve each student's ability to identify and resolve recurring problems in deal structuring and negotiations and to develop the legal and non-legal skills necessary to become an effective transactional lawyer both in the United States and abroad.