S. Deals Workshop: Acquisition Finance

This course offers a practical introduction to the financing of acquisitions. It tracks the steps of a real-world leveraged buyout finance transaction - a major practice area in many preeminent law firms. Using this framework, students will develop an understanding of key concepts in acquisition financings more broadly.

Designed for students considering any type of law firm transactional practice, the course also provides valuable, transferable skills to those pursuing other career paths.

Classes will address the following topics:

Core business terms;
Key acquisition issues for lenders;
Structuring considerations;
Term sheet discussions;
Credit agreement fundamentals;
Closing mechanics;
Intercreditor arrangements; and
Liability management exercises.


Students will gain:

Knowledge of key topics in a leveraged buyout finance transaction;
Confidence navigating finance documents - including a financing grid and credit agreement - through two practical exercises;
Negotiating experience in two mock negotiations of several financing provisions;
Drafting techniques applied in a real-time session;
Insights into hot topics such as unitranche financing and lender on lender violence; and
Strategies for how to approach business development.

These tools are intended to give students a significant advantage in their careers. This is timely as Artificial Intelligence programs fill certain more routine legal roles and law firms face fee pressures from clients who increasingly refuse to pay the high hourly rates of junior associates that many regard as subsidizing on the job training. In light of these market realities, law graduates will benefit from learning practical skills to distinguish themselves from the commoditizing trends and to add meaningful client value.

The lecturer has over three decades of experience practicing law at leading international law firms, primarily as an equity partner. She has been admitted to the New York, English, and Singapore bars. The course will also include a guest speaker with extensive legal and investment expertise.

The final grade will be based on the following:
Consistent attendance and value adding class participation (25%)
Mock negotiations (20%)
Live drafting exercise (5%);
Initial written paper (15%); and
Final written paper (35%).


The Columbia Law School’s interim policy on student use of Generative AI (https://www.law.columbia.edu/academics/registration-services/resources/columbia-law-school-interim-policy-generative-ai) applies.

Proactive contributions to class discussions, mock negotiations, and the live drafting exercise, are essential to doing well, and will be based on quality rather than volume. The course aims to be interactive and experiential. Given the complexities of acquisition financing, students are expected to review the materials in advance, and to be prepared to answer questions in class.

This is a two-credit course. It also offers JD and LLM writing credit.