Art of the Deal (LAW300H1F)

This course is designed to provide students with an understanding of the fundamental motivations and dynamics underlying business negotiations and transactions ... the genuine "art of the deal". The central theme of the course is that most commercial, corporate and securities transactions - including venture capital investments, public and private M&A transactions, and joint ventures - invariably (though in different ways) involve fundamentally similar underlying contracting problems, including: controlling moral hazard and adverse selection problems; creating effective mechanisms for managing long-term contractual relationships in the face of inevitably changing circumstances; and establishing workable and effective arrangements for distributing the benefits and risks of the transaction among the parties. By being able to identify these problems in specific contexts, lawyers will be better equipped to respond creatively to the challenges and possibilities of deal-making.

The first part of the course will focus on relevant legal, economic and financial theory. The theory will be presented at an introductory level, and will be developed through case studies, legal decisions, actual deals and academic commentary. The second part of the course will focus on recently completed actual deals. Students will be divided into teams, and each team will be required to develop a detailed written analysis of its transaction based on the deal documentation and the environment in which it took place. Students will be required to explain the strategic background to the deal and to trace the various ways in which the parties resolved the relevant contracting problems. Teams will be responsible for presenting this analysis to the class. Lawyers and other participants will work with the students in connection with the presentations.