This is a course covering a single buy/sell transaction emulating the experience that a second year associate in a law firm with substantial corporate work would gain under the supervision of a senior partner. The class, limited to 8 students, will be divided into two groups of four, and within each group two students will be assigned as counsel to the seller and two to the buyer. Student pairs will start with client instructions, and then prepare a retention letter and a letter of intent. They will then receive a box of responsive necessary and appropriate documents, and undertake a full due diligence review. Based on this review each pair will generate a list of issues to be researched and then generate a memo to the senior partner on each such issue. The documents will be seeded with a series of problem issues some of which will require substantial research memos. Ethical issues will be included. Each pair, based on their prior research, will generate a strategy and risk assessment, leading to a first draft of a proposed buy/sell agreement. Drafts will then be exchanged with the matching pair. A list of "difference" issues will be generated leading to revision of strategy and further research as required. The matching pairs will then meet in a first negotiating session. Unresolved difficulties will be reserved for further consideration and discussion at the continued negotiating session the following week. Following the second negotiating session each pair will report to the client and received further client instructions. The matched pairs will then agree on the buy/sell agreement. In the pre-closing period each student pair will review post-agreement additional information and begin the drafting of closing documents. These draft documents will be finalized and exchanged. The formal closing will follow and thereafter the preparation of the documents to be filed.
Any student who completes the course satisfactorily will have well met the standards for long paper certification.
Grading: Letter graded
Prerequisite(s): Prerequisites: Agency, Partnerships, and LLCs (2005)
Corporations and Income Tax are recommended, not required.
Taught by: Raymond W. Faricy, III ’99
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