Corporate Transactions Practicum |

This course will examine complex commercial transactions from a variety of crucial angles. We will form corporate teams. We will then study the governance of both public and private entities as they posture to transact; this will include the consideration of various corporate strategic imperatives including market dynamics, investor relations, pricing and deal structure and how each of those elements separately influence associated corporate governance matters from the perspective of both public and private corporations and their governing By Laws and/or Operating Agreements. The teams will split into buyer and seller entities and we will navigate and negotiate actual transactions-right to a close. We will analyze each deal from the viewpoint of a General Counsel advising her/his Board of Directors/Managers. And then we’ll transact. Utilizing complex transaction documents derived from significant commercial deals my firm has managed in the recent past, in combination with leading treatises, we’ll delve into every material aspect of a compound commercial transaction from internal Governance to Regulatory Compliance to Due Diligence to Representations and Warranties to Indemnification to Tax and, finally, to Closing and Post-Closing mechanisms, contemplating each from the differing perspectives of a buyer and a seller. Our students will leave this class with a real-world experience of how complex commercial deals are executed upon in 2020, as well as a comprehensive portfolio of deal forms and key analytical tools with which to counsel a sophisticated client through a multifaceted transaction.

Prerequisites: N/A
Credit Hours: 2
ULW: This course does not satisfy the Upper Level Writing requirement (ULW)


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