This course is designed to prepare students for transactional law practice. Like "Deal Skills for the Transactional Lawyer" (Course # 777), this course will be highly "hands-on." Students will be assigned to lawyer teams and will represent their clients in structuring, negotiating and documenting a hypothetical joint venture arrangement. In addition to providing practical skills training, the course offers students an opportunity to explore a form of corporate transaction – the "joint venture" – that is widely used in the business world but is not covered in typical law school M&A courses.
Topics covered will include:
- The nature of joint venture arrangements (and how they differ from other M&A transactions)
- Factors affecting the choice of structure for a joint venture
- Antitrust issues affecting joint ventures
- Intellectual property issues arising in connection with joint ventures
- Conducting due diligence in the context of a joint venture arrangement
- Understanding the "business deal" and translating it into contract language
- The basic elements of a typical Joint Venture Agreement
- Ancillary agreements common to joint venture arrangements (including LLC Agreements, Operating Agreement for the business, intellectual property or technology licenses, etc.)
- Drafting Joint Venture Agreements and related documents
- Strategies for negotiating the terms of a joint venture arrangement
Student teams will complete a series of drafting assignments, including a client memorandum recommending a structure for the joint venture; Due Diligence Requests and a Due Diligence Report; a complete Joint Venture Agreement (drafted in stages over several weeks) and ancillary agreements (including an Operating Agreement for the joint venture business). Students will also participate in a series of "Negotiation Exercises" during which they will negotiate the provisions of their draft agreements with opposing counsel. The Negotiation Exercises will be videotaped and reviewed in class to reinforce students' negotiation techniques.
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