Southwestern Law School Los Angeles, CA

Business Transactions: Art of the Deal

690 | 2.0 credits


Lawyers often find themselves challenged when faced for the first time with representing clients in commercial transactions, because more often than not, law students have not experienced what a law practice will require of them on a day-to-day basis. This course is designed for students who wish to develop the practical skills necessary to advise clients, and to read critically, draft and negotiate contracts, thereby better preparing themselves to meet the demands of parties actually engaged in business deals. Specifically, we will examine, from the perspective of the corporate lawyer, the process by which a company's business is acquired. For this course, the asset class will be a substantial music publishing catalog. We will analyze the transactions from beginning to end, i.e., advising a purchaser with regard to alternative entities that might be formed to undertake the acquisition, and continuing with analysis of Stockholder and LLC Agreements, a Confidentiality Agreement, a Letter of Intent, a Due Diligence Checklist and a Purchase Agreement, and concluding with a Post-Closing Escrow Agreement. Source materials will include forms of agreements from actual transactions.


Business Associations