Deals: How Lawyers Add Value

***This course is for Executive LLM students only*** "This course trains students in U.S. legal research and writing, FOCUSING ON SKILLS A LAWYER NEEDS FOR SOPHISTICATED TRANSACTIONS. LAWYERS CONSTANTLY NEED TO ADDRESS TWO TYPES OF ISSUES IN THESE TRANSACTIONS, EACH OF WHICH REQUIRES PROFICIENCY IN RESEARCH AND WRITING.
First, although transactions vary in their details, every transaction involves problems of information and incentives that can discourage parties from entering into what otherwise would be value-maximizing arrangements. For example, the seller of an asset almost always has better information about it than the buyer does. This reality — combined with the fact that the seller is willing to sell — can cause buyers to be skeptical about the asset’s quality, and might even persuade them not to purchase it. A central responsibility of lawyers in transactions, then, is to help overcome these information and incentive problems. They do so with a range of contractual and organizational responses, SUCH AS DUE DILIGENCE, COVENANTS, CONTINGENT PURCHASE PRICE, STAGED FINANCING, AND INCENTIVE COMPENSATION. LAWYERS MUST BE ABLE TO EXPLAIN THE ISSUES TO CLIENTS IN WRITING, RESEARCH AND COMPARE VARIOUS OPTIONS FOR RESPONDING TO THESE CHALLENGES, REPORT THE RESULTS OF THIS ANALYSIS TO CLIENTS IN WRITING, AND IMPLEMENT THE PREFERRED OPTION BY DRAFTING THE RELEVANT TERM SHEETS AND CONTRACTUAL TERMS.
Second, legal and regulatory regimes sometimes are imperfectly drafted and conceptualized, so that economically similar arrangements are treated differently. These differences create possibilities for legal arbitrage, so that a change in the way the transaction is structured can yield dramatically better (or worse) treatment for the parties. More generally, sophisticated transactional lawyers must help their clients navigate regulatory hurdles, and the nature of the relevant regulations -- and the parties’ responses to them –- can determine whether a potentially promising business venture succeeds or fails. TO HELP CLIENTS THREAD THESE REGULATORY NEEDLES, LAWYERS NEED TO RESEARCH AND ANALYZE THE RELEVANT LEGAL AUTHORITIES, EXPLAIN THE RESULTS TO CLIENTS IN WRITING, AND WRITE MEMOS, EMAILS, AND LEGAL OPINIONS GIVING CLIENTS THE GUIDANCE THEY NEED TO IMPLEMENT THE PREFERRED SOLUTION
Students will be required to RESEARCH VARIOUS CONTRACTUAL AND REGULATORY ISSUES IN TRANSACTIONS AND WRITE TWO MEMORANDUMS TO CLIENTs EXPLAINING THE ISSUE, ANALYZING OPTIONS, AND RECOMMENDING A COURSE OF ACTION. STUDENTS will also take a final exam. Students will receive individual feedback on all of their written work."