MW 3:30PM - 5:00PM
Gittis Hall 2
Deals Law 720 2021A
SUBJECT TO CHANGE
This course focuses on the role of transactional professionals, most notably lawyers of all types (corporate, tax, securities, etc.), but also direct private equity investors, corporate business development officers, investment bankers, and consultants, in creating value through transaction engineering. The overall goal of the course is to explain how private parties order their commercial interactions, to develop a theory of how they ought to do this, and to gain an insight into how business deals are structured and executed.
The first part of the course (up to spring break) will be devoted to impediments to transacting, including asymmetric information, difficulties intrinsic to contracting over time, enforceability, and various forms of strategic behavior, and to a variety of possible responses, which are rooted in basic principles of economics.
In the second part of the course, teams of Carey Law and Wharton students will apply the tools developed in the first half to the fine details of a series of real transactions. Each team will be assigned to a recently completed transaction and given access to the original documents implementing their deal. Each deal will get two classes. In the first, the student teams will present their transaction to the class, focusing on how the transaction was structured and the advantages and disadvantages of that structure. In the second session, one or more of the parties who worked on the transaction will present the deal from the participant perspective and take questions from the class.
Students enrolled in Deals should have taken or should simultaneously be taking corporations. Although not required, students may find it helpful to have at some point taken at least introductory courses in tax, microeconomics, and/or finance. The requirements for the class are regular attendance, active participation in class discussions, the completion of the homework assignments, the group project, and a final exam.
The pandemic has forced some changes in the structure of Deals. In prior years, this course has met jointly with an MBA-level course offered through the Wharton Management Department. This year, the course will meet separately for the first 8 weeks up to spring break. The course will combine asynchronous lectures with one synchronous meeting a week. The hope is that for the synchronous sessions we can meet together live, typically on Wednesday, in the Law School.
After spring break, for the last 5 weeks of class, we will meet online Mondays and Wednesdays for the team and principal presentations. It might be possible for the teams to make their Monday presentations from a classroom with the rest of the class online. As of this time, I do not expect the principals to come to Penn for their presentations.
Enrollment will be restricted this year to 25 upper class and post-graduate Law students. Enrollment in the parallel Wharton class will be similarly capped.
Business and Corporate Law Learning outcomes: Demonstrate a core understanding of business and corporate law; Perform legal analysis in the context of business and corporate law; Communicate effectively on topics related to business and corporate law; Demonstrate an understanding of the interconnection between the world of business and finance and that of business and corporate law, and how they affect other areas of law and society.
Skills Learning outcomes: Demonstrate an understanding of the individual course skill; Demonstrate the ability to receive and implement feedback; Demonstrate an understanding of how and when the individual course skill is employed in practice.
Tax Law Learning outcomes: Demonstrate a core understanding of tax law and policy; Perform legal analysis in the context of tax law and policy; Communicate effectively on topics related to tax law and policy; Demonstrate an understanding of how tax law and policy affect other areas of law and business.