Boston University School of Law

JD904 Deals: The Economic Structure of Transactions and Contracting


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 alter├é┬Čnative 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 deal and given a full set of transaction documents. Two class meetings are allocated to each deal. A student team 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. NOTES: 1) Deals is a capstone course within the Transactional Law Program. 2) Preference in enrollment will be given to students who have completed Contract Drafting. 3) This course satisfies the Upper-class Professional Skills requirement. RESTRICTION: Students may not take Deals after having taken any other Transactional Law Program capstone course. GRADING NOTICE: This course does not offer the CR/NC/H option.