This course is designed for students who expect to participate in complex corporate transactions during their careers and are looking for an introduction to this transaction process from a business and legal perspective. We review actual transactions such as mergers and acquisitions, corporate restructurings, derivatives, corporate inversions and theatrical productions to identify the common issues that arise from complex and dynamic transactions as well as those issues that cut across the functional boundaries of the different advisors, and then develop an approach to effective transaction management. Students will gain familiarity with the economic and public policy framework of deals and the mechanics of product development, transaction structuring and execution. We will also analyze the motivation of the principals and the roles of lawyers, financial advisors and accountants, and their interactions with the principals as well as each other.

The course is targeted to those with a strong interest in business in general, and corporate practice in particular. It would be especially relevant to J.D./M.B.A. students. Grades are based equally on two client focused papers and class participation. Prerequisite: A very strong interest in the subject matter as demonstrated by prior course work and work experience. The course may meet Writing Requirement II. Enrollment is limited to 12 students with the permission of the professor.

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