Dr Suren Gomtsian Gomtsyan

Edmund-Philipp Schuster

This course is compulsory on the MSc in Law and Finance. This course is not available as an outside option to students on other programmes.

This course is compulsory for students on the MSc in Law and Finance programme and is not open to students on other programmes. 

LL4FB – Corporate Transactions: Law equips students to identify, analyse, and propose solutions to the recurring problems that arise in complex corporate transactions. Although deals span many forms - public and private M&A, IPOs, restructurings, joint ventures - they respond to a relatively small set of economic challenges. Many of these are addressed through well-known contractual solutions designed and tested by transactional lawyers; others demand bespoke drafting. Effective deal documentation therefore requires lawyers to understand the underlying economic structure of a transaction, so that they can identify the relevant challenges and deploy the appropriate contractual tools.

The course is built on the premise that understanding why corporate transactions are structured and documented as they are makes students more effective practitioners and, equally important, brings to life the theoretical foundations used to explain dealmaking in the legal and economic literature. The course is central to the MSc Law and Finance programme: it shows how economic problems shape law and legal practice, and how corporate lawyers operate as "transaction cost engineers". By organising the material around shared problems rather than transaction types, the course also trains students to recognise functional similarities across the legal solutions used in very different deals.

Modern transaction documentation can run to hundreds of pages. Much of it is highly standardised and reused across similar deals, but every transaction also contains heavily negotiated terms that respond to specific concerns. The course develops a consistent economic and legal framework for understanding why particular clauses are included.

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 mock exam, written under exam conditions and submitted electronically.

• 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.
• Various case studies.

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