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 Number: 
Course Credits: 
Course Types: 
Course Learning Outcomes: 
(d) Other professional skills needed for competent and ethical participation as a member of the legal profession


*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.