This course is designed to teach students the requisite skills to:
· Analyze, structure and consummate typical transactions at each stage of the life cycle of a business
· Draft a basic bilateral agreement for a business transaction
· Negotiate a business transaction
· Develop judgment to help navigate the common ethical dilemmas faced by legal counsel in transactional matters
· Reflect on their performance and receive feedback on their performance throughout the course.
This course will introduce students to typical corporate transactions throughout the life cycle of a business, providing students with substantial drafting and negotiation experiences, and the opportunity to consult with clients, as well as exposure to the ethical, tax and other legal and business issues raised by the representation of corporate clients in a transactional practice. The course takes a hands-on approach centered on student-led, immersive experiential exercises and case studies.
On the first day of class, the students will collectively pick a hypothetical business as the context for experiential exploration throughout the semester. This course will examine the life cycle of that business, focusing in detail on sample transactions from each of the three major stages of a corporation's life cycle: formation and initial financing (including choice of entity, and early-round seed and venture capital offerings); funding ongoing operations (through debt and equity financings); and exiting or sale of the company (including IPOs and recapitalizations). Students will analyze, structure and negotiate transactions in each stage, draft key documents, and receive instruction from and report to clients.
In addition, over the life cycle of the business, the students will be confronted with various ethical issues that arise in practice from a practical perspective, such as whether to engage with a potential client, whether to invest in or alongside a client, whether to accept a seat on the board of directors, and to whom duties are owed when the client is a business entity rather than an individual.
This course will emphasize active role playing, with students at various times playing the role of attorney, client, executive and judge, in a manner similar to what they will encounter as practicing attorneys. In addition to frequent feedback from the instructor, students will also be evaluating themselves and each other in such roles. This student-driven evaluation approach will serve as an important learning tool in the course and will provide opportunities for self-reflection.
By working through the life cycle of a hypothetical business over the course of the semester using experiential learning, students will leave the course armed with the basic transactional skills required of a junior attorney in a corporate law practice, including: how to structure, document and consummate a business transaction on behalf of a client; effective representational negotiations; and contract drafting.