LL4FB      Half Unit
Corporate Transactions: Law

This information is for the 2025/26 session.

Course Convenor

Availability

“Corporate Transactions: Law” will allow students to identify, analyse, and propose solutions to the recurring problems arising in different types of corporate transactions in the real world. All complex business transactions respond to a small set of economic challenges. Those challenges are often addressed with well-known solutions that have been designed and tested by transactional lawyers; but sometimes we also need customised solutions. Hence, for drafting effective deal documentation, lawyers need to understand the underlying economic structure of deals to be able to identify the relevant challenges and select appropriate contractual tools for addressing those challenges.

The course is built on the premise that understanding why corporate transactions are structured and documented, in the way they are, will both help students become more effective lawyers and, importantly, make more tangible, accessible and understandable the theoretical foundations used to explain dealmaking in the legal and economic literature. The course is central to the MSc Law and Finance programme, as it will demonstrate to students how economic problems shape law and legal practice, and how corporate lawyers use their legal skills to be effective “transaction cost engineers”. The structure of the course will also highlight to students how conceptually similar problems appear across different transaction types and improve their ability to identify functional similarities across the range of legal solutions used across these transaction types.

The course aims to introduce students to the structure of complex business deals and develop practical skills for reading corporate contracts and designing deal structures. More specifically, the course aims to teach to 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. Many sections of those documents seem to be highly standardised and are used repeatedly across similar deals; but there are also heavily negotiated terms that address specific concerns. The main goal of the course is to learn how to apply a consistent economic and legal analysis framework that helps to understand lengthy deal documentation in the context of various corporate transactions. These concepts assist in learning the reasons for including various clauses into complex commercial contracts without the need to have many years of practice experience. The course will also help to develop basic entrepreneurial and financial skills and prepare for a work in a team.

30 hours of seminars in the Winter Term.

This course has a reading week in Week 6 of Winter Term.

30 hours of seminar-style workshops in the Winter term.

The formative assessment will involve a group work with up to 4 students in each group. Students will be asked to prepare a written comment on the use of various contractual solutions to deal problems borrowed from real-life corporate transactions.

• Michael Klausner and Guhan Subramanian, Deals: The Economic Structure of Business Transactions (Harvard University Press 2024).
• Ronald J. Gilson, ‘Value Creation by Business Lawyers: Legal Skills and Asset Pricing’ (1984) 94 Yale Law Journal 239.
• Elisabeth de Fontenay, ‘Law Firm Selection and the Value of Transactional Lawyering’ (2015) 41 Journal of Corporation Law 393.
• Robert H. Mnookin, Scott R. Peppet, and Andrew S. Tulumello, Beyond Winning: Negotiating to Create Value in Deals and Disputes (2000).
• Ronald Gilson, Victor Goldberg, Michael Klausner, and Daniel Raff, ‘Building Foundations for a Durable Deal’ Financial Times (13 October 2006).
• Ronald J. Gilson, ‘Engineering a Venture Capital Market: Lessons from the American Experience’ (2003) 55 Stanford Law Review 1067.
• Lisa Bernstein, ‘The Silicon Valley Lawyer as Transaction Cost Engineer?’ (1995) 74 Oregon Law Review 239.

Exam (100%), duration: 150 Minutes in the Spring exam period