This course will examine a variety of business, legal, and practical issues that arise in negotiating and documenting a typical private equity leveraged buyout transaction. The course will follow a private equity transaction through its various stages, with a particular focus on the acquisition agreement, its interaction with the debt financing of the transaction, and the equity arrangements entered into among the transaction participants. The objective is to provide students with an understanding of the key contractual terms and important business and risk allocation issues that they will likely encounter in negotiating these transactions as deal professionals at private equity firms or other organizations active in the M&A market. In addition, the course is intended to provide students with insight as to how different stakeholders--including business founders, management team members, private equity sponsors, lenders, insurance providers and advisors--view and are involved in these transactions.
In advance of each class, students will be expected to read a selection of materials, including transaction documents, articles, and court opinions, that will be relevant to the in-class exercises and class discussion. Class sessions will generally include lectures, in-class exercises and discussion. Students will be expected to actively participate in the exercises and discussion, with their participation demonstrating their familiarity with the assigned materials. Following each class, students will be expected to complete an additional, brief homework assignment related to the materials discussed in class. In lieu of a final exam, the class will conclude with a mock negotiation exercise, which will take place during the two weeks following the final class and will end with an additional class session for debriefing. Prior to the first class session, students will form small teams, the members of which will work together throughout the term on the in-class exercises as well as the mock negotiation. All required reading materials will be posted to Canvas.
All students (including those trying to add the course) will be expected to prepare for and attend the first class.