The Deals Course is a full-year paper focusing on the legal and economic structuring of corporate transactions. This innovative course is a cornerstone of the MCL and all MCL students take it.
The Deals Course combines a strong practical dimension and a rigorous academic approach to provide insights concerning the interaction of legal and market dynamics in transactional settings. Particular emphasis is placed on the economic factors underlying the judgment calls lawyers make and the technical means available for implementing deals successfully. Rather than focusing on the analysis and evaluation of underlying legal rules – skills that will be developed in other MCL courses – the Deals Course emphasises how lawyers can successfully navigate legal challenges and regulatory requirements to achieve beneficial outcomes for their clients.
With each transaction the Deals Course addresses students are introduced to the economic fundamentals underlying the deal, consider documentation likely to be used, assess ways the deal structure might be improved and canvass plausible alternative options. Students also gain insights into the negotiation process that provides the foundation for the structuring of deals. The course is oriented around ongoing active student participation supplemented by guest speakers, including members of the MCL Practitioners Advisory Board, who have substantial experience running deals.
The transactions to be focused on are chosen on a year-to-year basis, but likely examples include a private equity investment, a share sale and purchase, a debt financing of a corporate acquisition and a takeover of a public company.
No single text is suitable for the Deals course. Nevertheless, the following articles offer a useful starting point:
R Gilson, ‘Value Creation by Business Lawyers: Legal Skills and Asset Pricing’ (1984) Yale Law Journal 239
S Schwarcz, ‘Explaining the Value of Transactional Lawyering’ (2007) 12 Stanford Journal of Law Business and Finance 486
G Akerlof, ‘The Market for “Lemons”: Quality Uncertainty and the Market Mechanism’ (1970) 4 Quarterly Journal of Economics 488
R Scott and G Triantis, ‘Anticipating Litigation in Contract Design’ (2006) 115 Yale Law Journal 814