This course is designed to give students an introduction to the real world experience of the dealmaking process, from the first contact between the parties to drafting and negotiating the documents that govern transformational corporate transactions. Over the course of the semester, we’ll break down the main agreements involved in a hypothetical deal with a view to developing a fundamental understanding of how those components interact with the overall business arrangement and deal dynamics. You will analyze and learn to understand how the key provisions of these transaction agreements are negotiated with a view to value maximization for the client and appropriate risk allocation among the parties to a deal.
We will also discuss the less tangible aspects of dealmaking that take place outside the four corners of the transaction agreements but are no less important. Specifically, we’ll discuss the economic and personal motivations of the various parties involved and the psychology and group dynamics of a deal process. As the deal world is an ever changing environment, we’ll look to bring current real world examples into the classroom.
Students will participate in both in-class and out-of-class group practice assignments, including drafting (or “marking up”) transaction documents and negotiating key issues in the context of a prepared fact pattern.
Subject matter experts from K&E will be presenting special topics, including tax structuring for deals, financing strategies, navigating deal litigation and public disclosure issues.