This course is taught by Francesco Pezone.
The course explores the lawyer’s role in structuring and implementing business deals to create value, manage business risks and promote the client’s interests in a complex legal and regulatory environment. The course will follow the Socratic method (or Method of Elenchus or Socratic Debate), which is a form of inquiry and debate between individuals with opposing viewpoints based on asking and answering questions to stimulate critical thinking and elucidate ideas. All the students will be asked to participate to the in-class debate. Please note: Class participation requires the mandatory advance studying of all the readings which will be provided in due time.
Week 1 : Introduction: What is a “deal”? What does a corporate lawyer actually do?
- The structure of a start up
- the lawyer’s role in executing deals
- the gap between academia and practice
Week 2: overview of M&A
- why do companies do deals?
- overview of M&A deals
- mergers, tender offers, exchange offers, acquisitions, divestitures, spinoffs, LBOs, hostile takeovers, joint ventures and strategic alliances
- basic anatomy of an agreement
Week 3: Structuring the deal
- what determines the deal structure?
- Basic architecture of an agreement
- The Litigator’s Perspective in Drafting Corporate Agreements
Week 4: The Negotiation Process Preparation stage; Preliminary stage; Information stage; Distributive stage; Closing stage; Cooperative stage.