Prerequisites: For JD students, Corporations is a prerequisite. For LLM students, permission of the instructor is required.

Exam Type: No Exam
Participants in the Workshop will be graded on their individual and team participation together with their individual and team submissions during the course.

The Transactional Law Workshop is focused on the documentation, presentation, and negotiation of a mergers and acquisitions (m&a) transaction. It is meant to be unique among HLS course offerings in its focus on the preparation and analysis of corporate legal documents. A more detailed description of the organization and content of course appears below.

This version of the course focuses on the tasks and challenges experienced by a corporate m&a lawyer while guiding a client through a simulated m&a transaction – the acquisition of a public company by a private equity fund – from inception to conclusion. Students will be grouped into teams representing different parties to the transaction.

The Workshop will focus on the preparation of deal documentation, analysis of legal and business issues, presentations to clients and the negotiation between student teams of documentation during different phases of a transaction. Exercises will involve exposure to the varied aspects of corporate m&a practice and may include analysis of the charter and by-laws of a public company, preparation and negotiation of a Non-Disclosure Agreement, advising a public company board as to its fiduciary duties, preparation of transaction time-lines, preparation and negotiation of due diligence request lists, due diligence of a target company, preparation and analysis of financing and equity syndication terms, preparation and presentation of memoranda and PowerPoints to a target company board and a private equity fund’s investment committee, preparation and negotiation of selected merger agreement provisions, creation and presentation of issues lists for clients, and, preparation of closing documentation, management compensation arrangements and selected proxy disclosures. In addition, at various points throughout the course, unexpected issues or developments will arise, as is to be expected in any transaction. Responding to unanticipated developments will be integral to the course.

An important feature of the TLW is the evaluation and critique by experienced transactional lawyers and clients, who participate as volunteers, during the Workshop of the students’ documents, memos, presentations, and negotiations.

The Workshop will require intensive study, preparation, and classroom activity. The program is structured as follows:

1. During the Workshop, students will meet in classroom sessions (large groups and small groups). Each student will be expected to perform each of the assigned exercises for each class session. These sessions will involve providing context and objectives, reviewing documents prepared for that session, team engagement, and short role-playing assignments for students in negotiations or presentations. There will also be occasional demonstrations by members of the teaching team.
2. Students will have opportunities, individually or in groups, for detailed review or critique of their own and each other’s written work, oral presentations, and negotiations. One or more members of the teaching team will participate in this review.
3. Students will participate in Workshop activities as members of teams of students, and effective team engagement will be important.

Texts: Multilithed materials and online resources.