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Course Details

Negotiations & Drafting for M&A in Entertainment (Flegelman)

Fall 2024   LAW 697-001  

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Faculty
Harold Flegelman

Lecturer in Law

H.Flegelman@gmail.com
Additional Information
Experiential Course

Yes

Skills Training
Other Professional Skills:

Grading
10% Participation,
90% Other (40% - Take-home writing assignments 25% - In-class negotiations 25% - In-class writing assignment (open book, in lieu of final exam))

Satisfies Senior Writing Requirement

No

Location

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. I will make these recordings routinely available on the course site to everyone in the class.

- I will make PowerPoint slides or other class materials routinely available on the course site to everyone in the class.

Meeting Times/Location
R 2:30PM - 4:20PM
Silverman Hall 240A

Category
Upper-Level

Credits
2.0

This course is designed for students who wish to study the models applicable to acquiring and investing in companies. Although the skills being developed will be applicable to all industries, we will focus on music publishing, video games and sports as relevant examples. The goal is to provide an opportunity for students to gain experience advising parties in corporate transactions, including (i) reading, drafting and negotiating agreements, (ii) reviewing related materials, and (iii) considering the effect of AI upon M&A practice.

We will consider alternative entities that might be formed to undertake an acquisition or investment; and we will analyze a Stockholders’ Agreement, Limited Liability Company Agreement, Confidentiality Agreement, Letter of Intent, Due Diligence Checklist (including Financial Statements), Stock Purchase Agreement, Asset Purchase Agreement, Employment Agreement and Post-Closing Escrow Agreement.

Prerequisites: Corporations or equivalent (may be taken concurrently). Federal Income Taxation or equivalent (may be taken concurrently) is suggested but not required.

Textbooks: None. We will rely exclusively upon source materials provided by the Professor.

Location: Class meets in person.

Attendance: Will be addressed in the Course Syllabus.

Course Concentrations

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.