杏吧论坛

Dr Suren Gomtsyan

Edmund Schuster, David Kershaw, Alperen Gözlügöl

This course will first be available during the 2025/26 academic session.

This course will be compulsory on the new MSc in Law and Finance programme in 2025/26.

“Corporate Transactions: Law” will allow students to identify, analyse, discuss, and propose solutions to the recurring problems arising in different types of corporate transactions in the real world. The idea of this course is simple. All complex business transactions respond to a small set of economic challenges. Those challenges are often addressed with well-known solutions that have been designed and tested by transactional lawyers; but sometimes we also need customised solutions. Hence, for drafting effective deal documentation, lawyers need to understand the economic structure of deals to be able to identify the relevant challenges and select appropriate contractual tools for addressing those challenges.

The course is built on the premise that understanding why corporate transactions are structured and documented, in the way they are, will both help students become more effective lawyers and, importantly, make more tangible, accessible and understandable the theoretical foundations used to explain dealmaking in the legal and economic literature. The course is central to the new programme, as it will demonstrate to students how economic problems shape law and legal practice, and how corporate lawyers use their legal skills to be effective “transaction cost engineers”. The structure of the course will also highlight to students how conceptually similar problems appear across different transaction types and improve their ability to identify functional similarities across the range of legal solutions used across these transaction types.

The course aims to introduce students to the structure of complex business deals and develop practical skills for reading and drafting corporate contracts. The course will also help to develop basic entrepreneurial and financial skills and prepare for a work in a team.

The primary objective of this course is to teach students how business lawyers add value to corporate transactions. More specifically, the course aims to teach to students the main problems of structuring corporate deals and the common techniques of dealing with these problems. Modern corporate deals can be complex with documentation exceeding a hundred pages. Many sections of those documents seem to be highly standardised and include boilerplate language; but there are also heavily negotiated terms that address specific concerns. The first and main goal of the course is to make sense out of the chaos of lengthy corporate deal documents by applying a consistent economic and legal analysis framework in the context of various corporate transactions. Students will learn the reasons for including various clauses into complex commercial contracts by replacing years of practice experience with concepts. This course will help with understanding beyond forms and boilerplate sections in legal documents.

Commercial awareness is a must for business law students. Therefore, the second goal of the course is to help students to understand how businesses function. In this way, they can better understand the needs of their future clients. Hence, the course also aims to introduce students to the basics of business and developing entrepreneurial thinking.

Another indispensable feature of the modern-day business lawyer’s work is teamwork. So, the third goal of this course is to teach students to work in a team of would-be deal lawyers. Students will also be exposed to the culture of communication between the teams of deal lawyers, particularly by means of e-mail, and working on draft documents, particularly, using the track changes mode.

30 hours of lectures in the WT.

The formative assessment will involve a group work with up to 4 students in each group. Students will be asked to prepare a written comment on the use of various contractual solutions to deal problems borrowed from real-life corporate transactions.

• Ronald J. Gilson, ‘Value Creation by Business Lawyers: Legal Skills and Asset Pricing’ (1984) 94 Yale Law Journal 239.
• 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.
• John C. Coates IV, ‘M&A Contracts: Purpose, Types, Regulation, and Patterns of Practice’ in J. G. Hill and R. S. Thomas (eds) Research Handbook on Shareholder Power (2015).
• Cathy Hwang, ‘Unbundled Bargains: Multi-Agreement Dealmaking in Complex Mergers and Acquisitions’ (2016) 164 University of Pennsylvania Law Review 1403.
• Andrew J. Sherman, Mergers and Acquisitions from A to Z (2018).
• Eric L. Talley, ‘On Uncertainty, Ambiguity, and Contractual Conditions’ (2009) 34 Delaware Journal of Corporate Law 755.
• Suren Gomtsian, ‘Exit in Non-Listed Firms: When and How to Use Share Transfer Restrictions?’ (2016) 27 European Business Law Review 719.
• Sarath Sanga, ‘A Theory of Corporate Joint Ventures’ (2018) 106 California Law Review 1437.
• William W. Bratton, ‘Bond Covenants and Creditor Protection: Economics and Law, Theory and Practice, Substance and Process’ (2007) 7 European Business Organization Law Review 39.
• Albert Choi and George Triantis, ‘Market Conditions and Contract Design: Variations in Debt Contracting’ (2013) 88 New York University Law Review 51.

Exam (100%, duration: 2 hours) in the spring exam period.