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Transaction Simulation 1: Sale of a Family Business and Related Real Estate
LAW JD772 (A1)
This three-credit course has been added to the fall 2013 schedule. It will be taught by Mr. Blankstein and Mr. Goldman and will meet on Wednesdays from 2:10 p.m. - 4:10 p.m. The course description is as follows:
"This course is one of the "capstone" semester-long transaction simulations offered as part of the School’s Transactional Law Program. The simulated transaction involves the consolidation of ownership of a family-owned company in a manner and through agreements that address the differing expectations and interests of the company’s two shareholders: (i) the company’s chief executive and majority owner seeking to obtain sole ownership of the business, and (ii) his sister, a minority shareholder not active in the business, seekinga risk-free separation from the business and an assured pay-out over time. The company, whose main office is in Massachusetts, operates a chain of drugstores in three New England states and New York. The company leases all the store sites from limited liability companies which own the properties and which are themselves owned by the chief executive and his sister in approximately the same proportions as their ownership of the company .
The course is intended to expose students to the principal tasks undertaken by both junior and more senior attorneys in this type of transaction, and in doing so to build skills students will need as they enter transactional practice. The class will be divided into teams representing one of the participants in the transaction. Students will perform the key analytical, drafting and other legal tasks required to effectively represent their respective clients during various stages of the transaction from inception through closing, including the following:
- through review of client emails and through client interviews, understanding the clients’ key business objectives,
- determining an appropriate transaction structure and types of agreement(s) to implement the same,
- preparing and negotiating a letter of intent reflecting the material terms of the transaction,
- preparing a due diligence checklist, conducting relevant due diligence and preparing a due diligence report to the client,
- reviewing and negotiating key provisions of a definitive stock purchase agreement for the transaction,
- reviewing and negotiating key provisions of a lease and related real estate documentation to implement the real property aspects of the transaction,
- preparing board and stockholder approvals, and
- preparing a closing agenda and closing documents, and completing the closing.
The course grade will be based on periodic drafting and other written assignments (both in-class and homework), contributions to team efforts, and class participation. CLASS SIZE: Limited to 12 students. PREREQUISITES: Corporations and Contract Drafting NOTES: This seminar does not satisfy the Upper-Class Writing Requirement. This seminar satisfies the Upper-Class Professional Skills Requirement. RESTRICTION: Students may only take one transaction simulation course per semester. GRADING NOTICE: This class will not offer the CR/NC/H option. ATTENDANCE REQUIREMENT: A student who fails to attend the first class or to obtain permission to be absent from either the instructor or the Registrar, will be administratively dropped from the class. Students who are on the wait are required to attend the first meeting to be considered for enrollment.."