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This course is designed for students interested in learning the practical skills necessary to be a corporate transactional lawyer. The course is designed to provide hands-on experience in drafting and negotiating transactional documents and is focused on developing the skills that corporate lawyers need to master. At the same time, the course will provide an in-depth knowledge of the deal process and the roles that junior lawyers are expected to play in that process. The course will focus on the sale of Willy Wonka Chocolate Company (the “Target”), a private company, in an “auction” process. This will include reviewing and marking up a financial advisor engagement letter and a nondisclosure agreement, reviewing bid procedure letters, indications of interest from potential buyers and conducting “due diligence.” As the auction process proceeds, students will be involved in creating relevant issues lists, engaging in negotiating exercises and participating in a simulation involving the negotiation of portions of the Acquisition Agreement. Students will also draft portions of a presentation for a meeting of the Board of Directors of the Target to be used in connection with the requisite approval of the transaction, and will participate in the presentation to the Board.
Textbooks and Other Materials
The textbook information on this page was provided by the instructor. Students should use this information when considering purchases from the AU Campus Store or other vendors. Students may check to determine if books are currently available for purchase online.
Materials: The main text is “Make the Deal” by Christopher S. Harrison. It is the only book you need to purchase (available at the WCL Bookstore and on Amazon). All other materials will be available on reserve at the library or may be accessed from WCL’s data base page.
Make the Deal, Christopher S. Harrison (“Harrison”)
Mergers and Acquisitions Law, William K. Sjostrom (“Sjostrom”)
Mergers, Acquisitions and Tender Offers, Samuel C. Thompson, Jr., Practicing Law Institute (“Thompson”), available on PLI Plus.edu, which site can be accessed from WCL’s data base page (WCL.americanlibguide.com)
Key Issues in Drafting and Negotiating Acquisition Agreements, Alyssa A. Grikscheit and Gavin D. Solotar, Practicing Law Institute (“Key Issues”), available on PLI Plus
PLC and PLI Plus: A number of the reading assignments are articles or notes available from the Practical Law Company, an online database of drafting resources for practitioners, or from PLI Plus. These materials can be accessed from (i) the Practical Law tab on your Westlaw account or (ii) the PLI Plus website, respectively
First Class Readings
- Harrison, Chapter 16 (pp. 281-300, 303)
- Delaware General Corporation Law, Section 262
- PLC Practice Note – Private Acquisition Structures (6-380 – 9171)
- PLC Auction Timeline (9-381 – 0700)
- Sample timeline for the sale of the Target
- Thompson, Sections 25.1 to 25.5 (PLI Item #19786)
- Sjostrom, Introduction, pp.1-9, Deal Structure Mechanics, pp.29-32, 35, 55-56, 57, 59-61, 62-63
Use your MyAU username and password to access the syllabus in the following format(s):