Structuring Business Deals and Negotiations

Through the simulated transaction and rich case studies, this course will translate into various specializations of business law, including entertainment, real estate, corporate, and entrepreneurship. Throughout the course we will cover the principles of contract drafting and interpretation, as well as be introduced to the analytic tools available for understanding the structure of a transaction and negotiation tactics. Students will be evaluated on how they assume negotiations, document-drafting exercises, maintaining a journal of impressions on the method, strategy, and progress of the simulated transaction, analysis of case studies, and in-class discussions.This course will be composed of two parts.
The first is based on a simulated fact pattern developed for the entire class to engage in real-time negotiations and roleplaying both in-class and through written communications between students via email or video conferencing. The goal is to foster confidence in negotiating complex transactions, structuring corporate concepts into an agreement, and navigating contractual regimes and concepts, including value creation and risk distribution, the dynamics of coalitions, multi-party negotiations, transaction costs, information economics, industry norms, ownership rights, and finance. All students will take turns acting as lead adviser in the simulated transaction with a focus on organized preparation and process analysis.For the second part of the course, the class will consider different real-world transactions, such as a movie financing transaction, a real estate syndication, a venture capital transaction, or a joint venture agreement. Students will be expected to conduct an overview of the legal and regulatory structure of the transaction and competitive characteristics of the industry, as well as draft a recommended strategic structure for the deal and expected sequence of negotiation points. After evaluating the case study, students will receive a presentation by the lawyers and/or principals who actually participated in the transaction. This provides students the opportunity to test how the class approach corresponds to the way the deal was actually accomplished.