Description

This course is a modified version of a course taught by Prof Klausner each year at Stanford Law School and for the past three years as a visiting professor at NYU Law School. It is a concentrated version of the course and is directed toward practicing lawyers rather than law students. Participants will analyse a wide range of business transactions—mergers and acquisitions, private equity buyouts, biotech-pharmaceutical collaborations, joint ventures, startup financings, project finance, and more. The goal is for participants in the course to see the simplicity underlying the complexity and variety of deals—to see how all deals address similar underlying economic challenges, and how lawyers structure deals in different settings to respond to those challenges.

For lawyers who have recently entered practice, this course will provide a foundation for becoming a transactional lawyer or a lawyer who litigates complex transactions. For more experienced lawyers, the course will provide a conceptual framework within which to better understand what you do on a day-to-day basis.

This is not a “how to” course. The course will not practice contract drafting, for example. Instead, using case studies of actual deals, it will take a slightly higher-level perspective. Participants will see, for example, how parties to complex transactions design contract terms and contract structures to address such challenges as: (a) pre-contractual information asymmetries; (b) difficulty specifying future performance; (c) difficulty evaluating performance during the term of a deal; and (d) external changes in the business environment that occur during the period of performance.

Because this course is built entirely around transactional case studies, it is essential that participants in the course read and analyse the case studies in advance of each class. Each case study, therefore, ends with some brief questions that guide the reader through an analysis of the case. In order to receive credit for the course, participants will be required to turn in answers to those questions at each class. Groupwork is permitted and encouraged.

About The Speaker

Michael Klausner is the Nancy and Charles Munger Professor of Business and Professor of Law at Stanford Law School. Professor Klausner is currently writing a book entitled Deals: The Economic Foundations of Business Transactions. He teaches a course by the same title at Stanford Law School and as a visiting professor at NYU Law School, and has taught short versions of the course in China and Switzerland. In addition, Professor Klausner teaches courses on corporate law, corporate governance, and regulation of financial institutions.

Before beginning his academic career, Professor Klausner practiced law in Washington, D.C. and Hong Kong. He was a White House Fellow from 1989 to 1990, a law clerk for Judge David Bazelon on the United States Court of Appeals for the District of Columbia Circuit in 1981-82 and a law clerk for Justice William Brennan on the United States Supreme Court. He is a graduate of the University of Pennsylvania (B.A) and Yale University (J.D. and M.A. in Economics)