Deals (D'Avino/Whitney)
Additional Information
Satisfies Senior Writing RequirementNo
Class meets in person.
Course Continuity
Students are encouraged to stay home if you are ill or experience flu-like symptoms. If you miss a class for any reason, it is still your responsibility to make up the work missed.
I offer the following to students who miss class due to illness:
- Class sessions are regularly recorded. If you are absent due to illness or some other unavoidable circumstance, email me and I can send you an email with instructions for accessing the recording for the class session(s) you missed.
- I will make PowerPoint slides or other class materials routinely available on the course site to everyone in the class.
- Please make an appointment to meet with me and I will review/answer questions about what you missed.
Meeting Times/Location
T 4:30PM - 6:30PM
Silverman Hall 240A
Category
Seminar
Credits
3.0
The Fall 2026 Deals course will be taught jointly by Jennifer Whitney and Rick D’Avino, colleagues at a prominent New York family office, and highly experienced corporate and tax lawyers, respectively. This version of the course will cover material similar to the traditional PCLS offering, Deals: The Economic Structure of Transactions and Contracting, but will focus in depth on 3–4 complex public transactions which present interesting corporate, tax, and/or securities law issues.
Each transaction will be covered over several classes: 1. The Basics. Instructor-led discussion of the deal, including the parties’ objectives and the key legal frameworks involved (corporate, commercial, securities, and tax). 2. Student “Pitch” Session. Students will work in groups to “pitch” the deal. Each group will assume the role of a Board of Directors, investment committee, or advisor to one of the parties and evaluate the deal from that perspective. 3. Practitioner Session. Lawyers, bankers, and/or other participants from the actual transaction will join the class to present the deal and engage in an interactive discussion of both the legal and economic issues. When possible, these sessions will be followed by an informal dinner or social gathering with the guest participants. This course will also address transactional ethics, disciplined corporate governance and proper due diligence. These sessions will emphasize that the “boring stuff” is often critical and can materially impact both transactions and careers. Grading will be based on class participation, group presentations, short written assignments and group slide decks (drafts and revised versions). There will be no final exam or paper. However, students who wish to develop a paper based on course topics may register separately for independent study with one or both instructors.
The 3 deals to be covered in-depth:
1. Dell-VMWare Separation. This was a highly sophisticated culmination of a number of transactions that featured fascinating elements of tax law, corporate finance, securities law, and strategic planning. 2. LVMH’s Acquisition of Tiffany. This deal was one of the largest acquisitions in luxury-goods history, but occurred during troubled times. It was a closely watched, because it tested whether an acquirer could walk away due to global events. 3. Unilever-McCormick Transaction. This transaction is one of the most significant consumer-products deals in recent years and has attracted attention, among other reasons, because of its so-called Reverse Morris Trust (“RMT”) structure — a technique in contrast with the tax-free spin-off featured in the Dell–VMware transaction.