777.01 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:

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.

Enrollment Pre-/Co- Requisite Information

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.

Spring 2016

Course Number Course Credits Evaluation Method Instructor
Course Credits
Terence M. Hynes
Sakai site: https://sakai.duke.edu/portal/site/LAW.777.01.Sp16
Email list: LAW.777.01.Sp16@sakai.duke.edu
Degree Requirements
Course Requirements - JD
Course Requirements - JD-LLM-LE