Deals II

This course is the continuation of Deals I. In order to register for this course you must have taken Deals I; and if you took Deals I, you must register for Deals II. Deals I and II are in effect a single course that extends over two quarters. The course applies economic concepts to the practice of structuring contracts. Deals I will meet four hours per week. Deals II will meet ONLY FOR FIVE WEEKS for four hours per week--for 2 units of course credit. Exactly which five weeks the course will meet will depend on scheduling outside guest speakers but I will make every effort to schedule classes in the first half of the term. All of the first quarter will be spent in a traditional classroom setting but with untraditional materials. Most of the materials consist of case studies of business transactions (and no case law). We will use those case studies to analyze the economics underlying a wide range of business transactions and the contractual terms and structures used to respond to underlying economic challenges. During the second quarter, we will explore deals in greater detail by studying five complex transactions in full. For this part of the course, students will be divided into groups and will be assigned one of the five deals. Each group will give a presentation of its deal to the class, and in the following class, a lawyer or other participant in the deal will come to class to present the deal based on his or her experience. We study five new deals each year. Deals we have studied over the years have included movie financings, biotech alliances, venture capital financings, cross-border joint ventures, private equity investments, corporate reorganizations, and more. Special Instructions: Students who have not taken the course in the Fall cannot register for it in the Winter, and those who took it in the Fall must register for it in the Winter. There is no exam in Winter Term. An In-School exam will be given at the conclusion of the course in the Winter Term. Grades will be given at the end of the second quarter and will be applied to both quarters. Elements used in grading: Attendance, class participation, class presentation, written assignments, group paper (first and second draft), and exam. CONSENT APPLICATION: To apply for this course, students must complete and submit a Consent Application Form available at https://law.stanford.edu/education/courses/consent-of-instructor-forms/. I use the consent form two reasons: (a) to ensure diversity across 2L, 3L and advanced degree students; and (b) simply to learn more about those of you with whom I will be working in the course. There is no background required for the course