- Welcome and introductory remarks 5 min.
- Group discussion: what are the business reasons for doing transactions? 15 min.
- Overview of our hypothetical deal (a leveraged acquisition) 10 min.
- The timeline of a deal; the effect of market forces on how deals are negotiated 15 min.
- Inflows and outflows of cash: introduction to financial statements 50 min.
- Entities, assets and liabilities, and deal structures 60 min.
- Deal structuring project 30 min
- Group discussion: what facts do you care about if you are the buyer, seller or lender in our deal? 10 min.
- The importance of facts: representations and warranties 25 min.
- Control: corporate decision-making and debt covenants 35 min.
- Public vs. private companies 25 min.
- The importance of facts, cont’d: due diligence 40 min.
- Due diligence project 50 min.
- Legal hurdles: entity law issues that come up in every deal 30 min.
- The importance of precision and clarity in contract drafting 30 min.
- Contract drafting exercise 50 min.
- Economics of deals: the effect of leverage and the use of carried interest 30 min.
- Closings, closing conditions and closing mechanics 40 min.
- Companies and deals in trouble: covenants, remedies and amendments 40 min.
- Group projects and presentations 140 min.
Small teams are given different fact situations regarding our hypothetical deal, which involve a mixture of legal and business issues. Teams work together to problem solve and prepare a presentation that describes the issues and the potential solutions. Each team makes its presentation. The other participants provide feedback.