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2019/20 Taught Postgraduate Module Catalogue

LAW5551M Corporate Transactions: Practical Skills

15 creditsClass Size: 54

Module manager: Dr Suren Gomtsian
Email: S.Gomtsyan@leeds.ac.uk

Taught: Semester 2 View Timetable

Year running 2019/20

Pre-requisite qualifications

LAW5550M or has already studied company law in a common law jurisdiction

This module is not approved as an Elective

Module summary

Law school teaching has traditionally employed the case method which requires studying judicial opinions. As a result, the focus of law school teaching is primarily on litigation. Surprisingly, only a small number of law school graduates specializing in business law become litigators (barristers). Most business lawyers, even the ones employed at law firms, work as transactional lawyers (solicitors) advising their corporate employers or clients on various aspects of structuring corporate transactions and negotiating the terms of these deals. This module focuses on drafting and negotiating corporate deals – a skill that will be expected from a good business lawyer.

Objectives

The module aims to teach students the practical skills of drafting corporate contracts, develop basic entrepreneurial and financial skills, and prepare them for working in a team.

The primary objective of the module is to teach students how business lawyers add value to corporate transactions. More particularly, the module aims to teach students the main problems of structuring corporate deals and the common techniques of dealing with these problems. Modern corporate deals can be complex with documentation exceeding a hundred pages. Although most of them seem to be highly standardized and include many boilerplate clauses, each term addresses a specific concern. Therefore, students need to learn the reasons for including various clauses into complex commercial contracts. Along with contract interpretation and drafting skills, the module will also teach students basic negotiation skills.

Second, it is necessary that business law students understand how businesses function. In this way they can understand the needs of their future clients. Hence, the module also aims to introduce students to the basics of business and developing entrepreneurial thinking.

Lastly, another indispensable feature of the modern-day business lawyer’s work is teamwork. Therefore, the module aims to teach students to work in a team of would-be deal lawyers. Students will also be exposed to the culture of communication between the teams of deal lawyers, particularly by the means of e-mail, and working on draft documents, particularly, using the track changes mode.

Learning outcomes
By the end of the module, students will be able to:
- understand and critically evaluate the role of a transactional lawyer, explain how lawyers can add value to business transactions;
- comprehensively understand the problems of complex business transactions and identify contractual strategies for dealing with these problems;
- understand the structure and design of corporate documents and complex commercial deals;
- critically explain the rationale behind various contractual clauses;
- deal with complex business transactions by applying both systematic and creative solutions;
- interpret and evaluate complex contractual clauses;
- identify the needs of clients and draft and negotiate contractual clauses that are tailored to the needs of clients;
- design documentation related to corporate transactions, such as term sheets, contracts, legal opinions.


Syllabus

In the first part of the module, students will be introduced to the role of a transactional lawyer and the basic theoretical concepts that span over every major corporate transaction. Although there are different corporate transactions and many circumstances, the main problems of contract design are found in almost every major deal. These problems can be categorized into three main groups: (1) adverse selection (when the parties do not have full information about each other); (2) moral hazard (when one of the parties can take risks knowing that the other party will bear the costs); and (3) opportunism (which can be the result of either (a) a hold-up strategy, when one party refuses to cooperate with the aim of re-negotiating the deal to increase his/her payoffs, or (b) shirking, when the party does not put optimal efforts in performing his/her contractual obligations). After discussing these problems, we will consider the main strategies (contract clauses) for dealing with them. This part is theoretical, but the teaching is also based on case studies from real-world corporate transactions.

The second part of the module aims to encourage students to apply the obtained knowledge in practice by working on case studies and simulation situations. Students are asked to work on real deals using actual deal documents. This part requires effort and hard work from the students enrolled on the module. Students will be divided into teams of up to four deal lawyers and will act as advisers to their hypothetical clients on specific types of corporate deals. Each team will work on a specific corporate deal and will present its work to the class during the seminars. The team assigned to the deal has to explain the deal’s structure, the choice of the clauses, their efficiency and appropriateness in advancing the needs of the parties. Possible examples of deals include a corporate acquisition (share purchase agreement), a venture capital funding of a start-up company, a corporate debt funding through the issuance of bonds or notes, an IPO of shares by a public company, a joint venture or shareholders’ agreement between two large parent companies, a transfer of a football (soccer) player between clubs, a private placement of shares to a large investor.

The final assessment is based on a simulated corporate transaction where the same teams of students act as advisers to a hypothetical client. The task of each team is to review or prepare deal documents by finding solutions to the problems of their hypothetical client based on approaches used in other deals. In a typical final assessment, students will receive draft deal documentation and will be asked to review the documents, and prepare comments and amendments in the interests of their hypothetical clients. Alternatively, students will receive information about the results of hypothetical business negotiations and will be asked to prepare a term sheet for the deal.

Teaching methods

Delivery typeNumberLength hoursStudent hours
Lectures11.001.00
Seminars71.5010.50
seminars22.004.00
Independent online learning hours134.50
Private study hours0.00
Total Contact hours15.50
Total hours (100hr per 10 credits)150.00

Private study

Preparation before the seminars is crucial for achieving the goals of the module. Students shall read compulsory reading assignments before the start of each seminar, whether assessed or not.
Seminars will be divided into two parts. During the introductory lecture and the first seven seminars, students will be introduced to the basic theoretical and practical concepts of the module. The last two seminars include practical work in teams of up to four students over specific corporate transactions. Students will be divided into five groups and each group will receive a certain corporate transaction. The work of each team will be presented at one of the assigned seminars. The module coordinator and other students not involved in the team will ask questions and assess the presenting team’s work on the transaction. Thus, seminars are intended to involve discussion and are not to be seen as mini-lectures. All students, and not only those students assigned to that week’s deal, must prepare for the seminar by reading the deal documents. Every seminar, as a rule, requires that all students prepare in advance by doing the assigned reading.

Methods of assessment


Coursework
Assessment typeNotes% of formal assessment
AssignmentTake-home assignment60.00
Group ProjectCase study (with verbal presentation)40.00
Total percentage (Assessment Coursework)100.00

The assessment criteria include two elements:
- quality of content – refers to the knowledge and understanding of specific corporate deal documentation, ability to draft and interpret contractual clauses, explain the choices of clauses, their effect on the incentives of the parties;
- quality of expression – refers to the quality of presentation and communication skills, clarity of written assignments, ability to think and respond to questions from the audience;
The assessment for verbal presentation will be based on the group performance, thus all students in the group will receive the same mark. If a group fails the presentation, then the group will have an opportunity to resit by receiving another case study. The resit will be organized later during the term.

Reading list

The reading list is available from the Library website

Last updated: 20/09/2019

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