Fall 2022 Course Schedule

Deals (LAW-795DE-001)
Robert Pincus

Meets: 10:00 AM - 11:50 AM (W)

Enrolled: 14 / Limit: 16

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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 which 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 a private company in an “auction” process. This will include reviewing and revising a financial advisor engagement letter and a nondisclosure agreement, reviewing bid procedure letters, indications of interest from potential buyers and participating in a “due diligence” exercise. As the auction process proceeds, students will engage in negotiating exercises and participate in a simulation involving the negotiation of portions of an Acquisition Agreement. Students will also draft portions of a presentation for a meeting of the Board of Directors of the target company in connection with the requisite approval of the transaction.

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.

Make the Deal—Negotiating Mergers & Acquisitions, Christopher S. Harrison (“Harrison”).

PLC and PLI Plus: A number of the reading assignments consist of 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.

Additional materials will be posted on the class portal

First Class Readings

Reading Assignment:

  • Harrison Chapter 16 (pp. 281-300, 303);
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  • PLC Practice Note—Private Acquisition Structures (6-380-9171);
  • Delaware General Corporation Law, Section 262


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