Overview:

This advanced negotiation course examines complex corporate deals. Many of the class sessions will be structured around actual corporate deals, selected for the complex issues of law and business that they raise. Students will research and analyze these transactions in order to present their most important aspects and lessons to the class. The goal is to help students develop their transactional instincts, better prepare them to anticipate deal challenges, and equip them with the skills to creatively address those challenges through contract and deal design.

Career Focus:

This course is restricted to JD and MBA students and is geared towards preparing those students to face complex deals of many different natures. In the spring, there are often guest practitioners that join the course, and they hail from both legal and business backgrounds to offer their expertise. The class will be comprised of approximately an equal number of students from HBS and HLS. For HLS students, the basic course in Corporations, Corporations taken concurrently, or permission of the instructor is a prerequisite. A familiarity with basic business concepts will be assumed throughout the course. For HBS students, in addition to the first-year curriculum, a basic Negotiations course is recommended though not required.

Educational Objectives:

Topics developed throughout the course include: how negotiators create and claim value through the setup, design, and tactical implementation of agreements; complexities that can arise through agency, asymmetric information, moral hazard, and adverse selection; structural, psychological, and interpersonal barriers that can hinder agreement; and the particular challenges inherent in the roles of advisors as negotiators. The course will also explore the differences between deal-making and dispute resolution; single-issue and multiple-issue negotiations; and between two parties and multiple parties.

Course Content and Organization:

In previous iterations, this course has been split into four modules. Module 1 introduces the different perspectives that law and business training bring to transactions. Module 2 provides certain building blocks for transactional practice, through a series of focused caselets. Module 3 examines the particular tactical aspects of deal execution and deal drafting. This module will feature two complex negotiation exercises, each focusing on different aspects of dealmaking. Module 4 examines complex corporate deals, focusing in particular on multi-party deals and the lawyer/business interface.

Grading / Course Administration:

Evaluation will be on the basis of class participation and a final paper or project.

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