Deals Coursepage Fall 2006

Guidelines for writing papers

Syllabus

There's no reading assignment for the first class. I'll hand out a case study in class, and we'll take it from there.

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Deals: Engineering Financial Transactions
Fall 2006
Professor Victor Fleischer
4 credit hours
Tuesdays and Thursdays from 1:00 pm to 2:40 pm, Classroom 206

REVISED AS OF September 20, 2006

Deals: Engineering Financial Transactions. 4 pts. Why are corporate transactions structured in the way that they are? This class explores the business lawyer's role in (1) creating value by helping clients identify, assess, and manage business risks through efficient contract design while (2) simultaneously achieving the optimal legal, tax or regulatory treatment for the deal. The course includes case studies of actual transactions. There will be a final exam (closed book, multiple choice/short answer), a group presentation, and a group paper. Willingness to work cooperatively in teams is essential.

This course examines how transactional lawyers create value by engineering deals. The course is organized in four modules.

Class Structure

The first module will focus on understanding barriers to contracting – including information problems, transaction costs, enforceability, strategic behavior, contracting over time – and a range of responses, such as option theory, decision theory, risk management, incentive alignment, and techniques for reducing information asymmetries.

The second module will explore the importance of reputation in deal-making and the effect that deal structure can have on labor markets and product markets.

The third module will be devoted to understanding the lawyer’s role in “regulatory cost engineering” — exploiting the gap between the economic substance of a deal and its treatment for tax, accounting, regulatory or other legal purposes.

The fourth module will use case studies of actual transactions and will require close analysis of deal documents. You will be expected to write a substantial paper, working in teams, analyzing one of the deals. You will also be expected to present the deal to the rest of the class.

Grading and Class Participation

Grading is based as follows: 30% for the final exam, 40% for the group paper, 10% for the group presentation, and 20% on class participation.

Group Papers

A draft of the paper is due a week before your presentation. The final papers should be about 10,000-15,000 words, including footnotes. Please read the separate memo about writing the papers.

Group Presentations

The presentation should provide the other students in the class with relevant background information about the company or industry and explain the important deal points. Please leave ample time for Q&A.
If you plan on using Powerpoint, please coordinate in advance with the IT and Audio/Visual department.

Final Exam

The final exam will be a take-home exam. It may cover material from any course module, including the group presentations.