Deal Skills for the Transactional Lawyer

This course is designed to prepare students for transactional law practice, with emphasis on the practical skills required by the M&A lawyer at each stage of the deal-making process.

Topics covered will include:

The course will be highly "hands-on." Students will be assigned to lawyer "teams" and will represent the prospective buyer (or seller) in connection with a hypothetical deal. During the term, student teams will complete a series of drafting assignments, including a client memorandum recommending a structure for the deal; a letter of intent; a set of due diligence requests; a Due Diligence Report; and a complete acquisition agreement (drafted in segments over a period of weeks). In-class exercises will include a weekly review of the teams' drafts, and a discussion of strategies and approaches to drafting issues. In addition, teams will engage in several negotiating sessions with opposing counsel involving the terms of their draft acquisition agreement.

  • Advising the client regarding the most appropriate structure for an acquisition (stock purchase, asset purchase, merger or hybrid structure)
  • The use of terms sheets and letters of intent (and when not to use them)
  • Preparing for, organizing and conducting a due diligence review of the target
  • Understanding the business deal and translating it into contract language
  • Understanding the meaning (and purpose) of standard agreement provisions
  • Drafting an acquisition agreement
  • Strategies for negotiating the terms of an acquisition agreement
  • Closing an acquisition transaction
Enrollment Prerequisite

Business Associations is a prerequisite or co-requisite.

Course Frequency*
Course Areas of Practice

Sections

Spring 2017
2017
Course Number Course Credits Evaluation Method Instructor Meeting Day/Times Room

777.02 3 Terence M. Hynes M 2:00-4:45 PM 4046

This course is designed to prepare students for transactional law practice, with emphasis on the practical skills required by the M&A lawyer at each stage of the deal-making process.

Topics covered will include:

The course will be highly "hands-on." Students will be assigned to lawyer "teams" and will represent the prospective buyer (or seller) in connection with a hypothetical deal. During the term, student teams will complete a series of drafting assignments, including a client memorandum recommending a structure for the deal; a letter of intent; a set of due diligence requests; a Due Diligence Report; and a complete acquisition agreement (drafted in segments over a period of weeks). In-class exercises will include a weekly review of the teams' drafts, and a discussion of strategies and approaches to drafting issues. In addition, teams will engage in several negotiating sessions with opposing counsel involving the terms of their draft acquisition agreement.

  • Advising the client regarding the most appropriate structure for an acquisition (stock purchase, asset purchase, merger or hybrid structure)
  • The use of terms sheets and letters of intent (and when not to use them)
  • Preparing for, organizing and conducting a due diligence review of the target
  • Understanding the business deal and translating it into contract language
  • Understanding the meaning (and purpose) of standard agreement provisions
  • Drafting an acquisition agreement
  • Strategies for negotiating the terms of an acquisition agreement
  • Closing an acquisition transaction

Pre/Co-requisites

Business Associations is a prerequisite or co-requisite.

Enrollment Restrictions
None
2016
Fall 2016
Course Number Course Credits Evaluation Method Instructor Meeting Day/Times Room

777.01 3 Terence M. Hynes M 1:45-4:30 PM 4046/4172

This course is designed to prepare students for transactional law practice, with emphasis on the practical skills required by the M&A lawyer at each stage of the deal-making process.

Topics covered will include:

The course will be highly "hands-on." Students will be assigned to lawyer "teams" and will represent the prospective buyer (or seller) in connection with a hypothetical deal. During the term, student teams will complete a series of drafting assignments, including a client memorandum recommending a structure for the deal; a letter of intent; a set of due diligence requests; a Due Diligence Report; and a complete acquisition agreement (drafted in segments over a period of weeks). In-class exercises will include a weekly review of the teams' drafts, and a discussion of strategies and approaches to drafting issues. In addition, teams will engage in several negotiating sessions with opposing counsel involving the terms of their draft acquisition agreement.

  • Advising the client regarding the most appropriate structure for an acquisition (stock purchase, asset purchase, merger or hybrid structure)
  • The use of terms sheets and letters of intent (and when not to use them)
  • Preparing for, organizing and conducting a due diligence review of the target
  • Understanding the business deal and translating it into contract language
  • Understanding the meaning (and purpose) of standard agreement provisions
  • Drafting an acquisition agreement
  • Strategies for negotiating the terms of an acquisition agreement
  • Closing an acquisition transaction

Pre/Co-requisites

Business Associations is a prerequisite or co-requisite.

Enrollment Restrictions
None
Spring 2016
Course Number Course Credits Evaluation Method Instructor Meeting Day/Times Room

777.01 3 Terence M. Hynes M 1:45-4:30 PM 4046

This course is designed to prepare students for transactional law practice, with emphasis on the practical skills required by the M&A lawyer at each stage of the deal-making process.

Topics covered will include:

Advising the client regarding the most appropriate structure for an acquisition (stock purchase, asset purchase, merger or hybrid structure)

The use of terms sheets and letters of intent (and when not to use them)

Preparing for, organizing and conducting a due diligence review of the target

Understanding the business deal and translating it into contract language

Understanding the meaning (and purpose) of standard agreement provisions

Drafting an acquisition agreement

Strategies for negotiating the terms of an acquisition agreement

Closing an acquisition transaction

The course will be highly "hands-on." Students will be assigned to lawyer "teams" and will represent the prospective buyer (or seller) in connection with a hypothetical deal. During the term, student teams will complete a series of drafting assignments, including a client memorandum recommending a structure for the deal; a letter of intent; a set of due diligence requests; a Due Diligence Report; and a complete acquisition agreement (drafted in segments over a period of weeks). In-class exercises will include a weekly review of the teams' drafts, and a discussion of strategies and approaches to drafting issues. In addition, teams will engage in several negotiating sessions with opposing counsel involving the terms of their draft acquisition agreement.

Pre/Co-requisites

Law 210, Business Associations is a pre-requisite for this course; Law 336, Mergers & Acquisitions is recommended, but not a pre-requisite for Spring 2016.

Enrollment Restrictions
None
2015
Spring 2015
Course Number Course Credits Evaluation Method Instructor Meeting Day/Times Room

777.01 3 Terence M. Hynes M 3:15-6:00 pm Room 3000
This course is designed to prepare students for transactional law practice, with emphasis on the practical skills required by the M&A lawyer at each stage of the deal-making process.Topics covered will include:Advising the client regarding the most appropriate structure for an acquisition (stock purchase, asset purchase, merger or hybrid structure)The use of terms sheets and letters of intent (and when not to use them)Preparing for, organizing and conducting a due diligence review of the targetUnderstanding the business deal and translating it into contract languageUnderstanding the meaning (and purpose) of standard agreement provisionsDrafting an acquisition agreementStrategies for negotiating the terms of an acquisition agreementClosing an acquisition transactionThe course will be highly "hands-on." Students will be assigned to lawyer "teams" and will represent the prospective buyer (or seller) in connection with a hypothetical deal. During the term, student teams will complete a series of drafting assignments, including a client memorandum recommending a structure for the deal; a letter of intent; a set of due diligence requests; a Due Diligence Report; and a complete acquisition agreement (drafted in segments over a period of weeks). In-class exercises will include a weekly review of the teams' drafts, and a discussion of strategies and approaches to drafting issues. In addition, teams will engage in several negotiating sessions with opposing counsel involving the terms of their draft acquisition agreement.

Pre/Co-requisites
Law 210, Business Associations is a pre-requisite for this course; Law 336, Mergers & Acquisitions is a pre-requisite for this course as well.
Enrollment Restrictions
None
2014
Spring 2014
Course Number Course Credits Evaluation Method Instructor Meeting Day/Times Room

777.01 3 Terence M. Hynes M 9:35-12:20 pm M 9:35-12:20 pm Room 4044
This course is designed to prepare students for transactional law practice, with emphasis on the practical skills required by the M&A lawyer at each stage of the deal-making process.Topics covered will include:Advising the client regarding the most appropriate structure for an acquisition (stock purchase, asset purchase, merger or hybrid structure)The use of terms sheets and letters of intent (and when not to use them)Preparing for, organizing and conducting a due diligence review of the targetUnderstanding the business deal and translating it into contract languageUnderstanding the meaning (and purpose) of standard agreement provisionsDrafting an acquisition agreementStrategies for negotiating the terms of an acquisition agreementClosing an acquisition transactionThe course will be highly "hands-on." Students will be assigned to lawyer "teams" and will represent the prospective buyer (or seller) in connection with a hypothetical deal. During the term, student teams will complete a series of drafting assignments, including a client memorandum recommending a structure for the deal; a letter of intent; a set of due diligence requests; a Due Diligence Report; and a complete acquisition agreement (drafted in segments over a period of weeks). In-class exercises will include a weekly review of the teams' drafts, and a discussion of strategies and approaches to drafting issues. In addition, teams will engage in several negotiating sessions with opposing counsel involving the terms of their draft acquisition agreement.

Pre/Co-requisites
Law 210, Business Associations is a pre-requisite for this course; Law 336, Mergers & Acquisitions is a pre-requisite for this course as well.
Enrollment Restrictions
None
2012
Fall 2012
Course Number Course Credits Evaluation Method Instructor Meeting Day/Times Room

777.01 3 Terence M. Hynes M 1:30-4:15 pm M 1:30-4:15 pm Room 4044
This course is designed to prepare students for transactional law practice, with emphasis on the practical skills required by the M&A lawyer at each stage of the deal-making process.Topics covered will include:Advising the client regarding the most appropriate structure for an acquisition (stock purchase, asset purchase, merger or hybrid structure)The use of terms sheets and letters of intent (and when not to use them)Preparing for, organizing and conducting a due diligence review of the targetUnderstanding the business deal and translating it into contract languageUnderstanding the meaning (and purpose) of standard agreement provisionsDrafting an acquisition agreementStrategies for negotiating the terms of an acquisition agreementClosing an acquisition transactionThe course will be highly "hands-on." Students will be assigned to lawyer "teams" and will represent the prospective buyer (or seller) in connection with a hypothetical deal. During the term, student teams will complete a series of drafting assignments, including a client memorandum recommending a structure for the deal; a letter of intent; a set of due diligence requests; a Due Diligence Report; and a complete acquisition agreement (drafted in segments over a period of weeks). In-class exercises will include a weekly review of the teams' drafts, and a discussion of strategies and approaches to drafting issues. In addition, teams will engage in several negotiating sessions with opposing counsel involving the terms of their draft acquisition agreement.

Pre/Co-requisites
Law 210, Business Associations is a pre-requisite for this course; Law 336, Mergers & Acquisitions is a pre-requisite for this course as well.
Enrollment Restrictions
None

*Please note that this information is for planning purposes only, and should not be relied upon for the schedule for a given semester. Faculty leaves and sabbaticals, as well as other curriculum considerations, will sometimes affect when a course may be offered.