LAW 7168 - Deals Seminar: Private Equity Transactions

This seminar will examine from a practical perspective the nuts and bolts of dealmaking for private equity transactions. The course will focus on issues and documentation that arise in connection with private equity acquisitions. It will examine the role of private equity in the economy and how private equity firms have changed the rules in the mergers & acquisitions industry by focusing on changes in deal dynamics and acquisition agreement provisions. We will then examine and analyze the private equity transaction from inception - formation of a private equity fund and the unique relationship between general partners and limited partners through the various stages of a private equity acquisition which will include the sharing of economics in a fund structure. The course’s emphasis will be on deal issues that arise and drafting contractual provisions addressing these issues, with an emphasis on developing an in-depth understanding of provisions in acquisition agreements and their interrelationship. We will examine why private equity firms pursue certain businesses including understanding a company’s fundamentals; review of the due diligence process; understanding the firm’s investment thesis; structuring the transaction; and executing a business plan for a successful exit. We will also review and analyze taking public companies private; securities laws implications and other rules regarding acquiring public companies by private equity firms. Students will learn about the intricate legal and business collaboration that is needed to successfully complete a private equity transaction. The course will utilize case studies, legal documentation including term sheets, letters of intent, purchase agreements, merger agreements, bank financing documents, and SEC filings, as well as mock negotiations and class discussion.