Contracting in Complex Transactions

This practice simulation course introduces complex transactions through negotiation of critical terms in a variety of corporate, real estate and technology transactions. Students will learn: (1) the process that leads from letters of intent to closing documents; (2) methods and tactics for negotiation of critical terms; and (3) substantive and commercial issues in many terms common to a variety of transactions (such as disclosures and due diligence, representations, warranties, protection and licensing of intellectual property, confidentiality, compliance, indemnities, liability limits, dispute resolution and remedies). Written exercises and mock negotiations are supplemented with discussion of underlying legal considerations and business risks; negotiation strategies and tactics; and the roles of brokers, bankers, consultants and other intermediaries. Course work and exercises involve letters of intent, term sheets and contracts adapted from practice. Students will review, comment upon, revise and negotiate contract terms, much as they will in practice. Grades are based upon classroom participation and negotiation and written exercises. The course is highly recommended for students interested in other transactional courses and sophisticated business practice.