Anatomy of a Deal (3 credits)
This course will help students develop the skills necessary to work on transactional matters, including drafting, negotiating, and analytical skills. After briefly revisiting basic contracting and corporate law principles, we will begin working on and through the various elements of a deal. We will review and discuss many of the documents and provisions that a transactional lawyer confronts, including: confidentiality agreements, non-binding letters of intent, binding agreements (including purchase agreements, lease agreements, license agreements, employment agreements, etc.), guarantees, indemnifications, representations and warranties, working capital, escrows, financing contingencies, non-competes, certificates and more. You will be taught how to perform due diligence, how to time transactions and closings, and how to negotiate transactional documents. From time to time, as appropriate, we may have guest speakers join us to provide their expertise on a particular area of law or on a particular type of transaction or document.
You will be provided with a syllabus on the first day of class that will outline the general topics to be discussed in class as well as the class schedule. The assignment for class will be given to you at the end of the prior class (unless otherwise specifically discussed). Since this is a class that focuses on deal transactions, you will be expected to keep up with and know what is going on in the current business and economic environment, and will spend the first few minutes of class discussing current events. This course will fulfill the skills training requirement for graduation. Prerequisites: Contracts, Corporations