As part of a continuing series on Spring 2018 semester courses that relate to innovation and business, this post spotlights the Deals Seminar.
Students who have taken Professor Robert Miller’s Mergers and Acquisitions or Corporate Finance courses learn how to navigate and dissect various commercial agreements, but in the Deals Seminar students will learn how to draft such agreements.
“We’ll examine the deal documents from six or seven sophisticated transactions and then, in most cases, discuss them with the lawyers who did the drafting,” explained Miller. For example, one week students might review an asset securitization agreement and the next week meet with one of the attorneys who helped negotiate it. Miller has recruited Iowa alumni to participate in the seminar as well as colleagues from his career in private practice at Wachtell, Lipton, Rosen & Katz in New York City. He anticipates that over the course of the semester students will review documents like executive compensation agreements, business combination agreements, and venture capital fund agreements.
As a seminar, the course will allow students to complete one of the required faculty-supervised writing credits. However, instead of writing a research paper, students will draft 10–15 pages of a complex commercial agreement. Students will receive a “deal sheet” that contains the parameters of a transaction and then draft a portion of the contemplated agreement. Part of the exercise highlights the challenge of taking a deal sheet and making it a contract since, “the businesspeople who prepare the deal sheet invariably do so with only the most important business points in mind, so the drafters have to identify gaps in the deal sheet and fill them in consistent with the client’s goals,” Miller observed.
--Jay Stirling | updated September 18, 2017
This course will treat the economic structure of complex commercial transactions as memorialized in agreements such as bank credit facilities, indentures, underwriting agreements and other documents governing equity financings and financings involving convertible or preferred securities, venture capital agreements, securitization documents, business combination agreements, joint venture and shareholders agreements, limited liability company operating agreements, and project finance documents. The exact transactions treated will vary from year to year, but in each case students will study a number of commercial agreements to learn how sophisticated parties order their private relationships to achieve efficient results. In its theoretical aspect, the course will apply the methods of the economic analysis of law to the provisions of agreements—the private law between the parties. In its practical aspect, the course will consider in detail the functioning of complex contractual provisions and how lawyers draft and negotiate language that produces the desired economic outcomes. The documents studied will generally be the actual documents from actual transactions. When possible, the attorneys involved in the particular transactions studied will be invited to participate in the seminar sessions discussing their transactions. In some cases, this will be achieved by video conferencing and in some cases it will involve inviting the attorneys to come to the College of Law in person.
Two credits for participation in the classroom component of the seminar, plus an additional one credit for writing approximately ten pages of a legal agreement or similar transactional document assigned by and under the supervision of the instructor.
Students may earn one writing unit. Prerequisite: Business Associations
Tuesday, 5:15 – 7:15