This course analyzes the structure of complex transactions and contracts – deals – from both a positive and normative perspective. We investigate the contracting patterns that have emerged with respect to different types of transactions, e.g., mergers and acquisitions, joint ventures, and financings, and consider whether more effective contracting arrangements could be achieved.
The course is divided into two parts. The first half of the semester introduces students to the tools and concepts needed to evaluate alternative transactional structures, including transaction costs, information economics, risk sharing and incentives, property rights, and finance.
The second half applies these tools to real world transactions. The class is divided into teams, each of which is assigned a different deal and given a full set of transaction documents. Each week, we consider one of the transactions, which is allocated two classes. For the first class, a student team prepares readings for the class that include the actual transaction documents, an overview of the legal and regulatory character of the industry, and a description of the competitive characteristics of the industry. The student team then presents their analysis of the transaction during the first class. In the second class, the lawyers and/or clients who actually participated in the transaction make a presentation. Students then have the opportunity to test how the classroom approach corresponds to the way those who actually “did the deal” understood it – and, in particular, how common problems are addressed in different transactional settings. |
