- The student can provide the basic structure of a contract as well as the different parts and can establish the relationship between some of the different provisions in the contract and the financial aspects of entrepreneurship
- The student is familiar with economic concepts in the drafting of contracts and can apply the principles in the (drafting of ) contract clauses;
- The student can legally convert the needs of the contracting parties in contract clauses;
- The student can comment in a reasoned manner the specific commercial contract clauses such as: tag along, drag along, change of control, ratchet, Russian roulette, earn-out, material adverse change, etc.;
- The student is able to distinguish the steps of a business transaction.
This course starts with an introduction, refreshing the knowledge (of the development) of contracts and its structure and combines it with an economic view of the purpose of the contract. Next, in a number of interactive classes, we study different contract clauses that in the corporate business environment can be encountered when starting a venture, during the stage of going concern and the stage of the transfer of the company. Lawyers and in particular corporate lawyers must be familiar with the transposition of strategic and other goals in binding contracts and well defined rights and duties. During this part of the course clauses and documents that are studied are inter alia: hardship and force majeure, change of control, non-compete clause, bank covenants, escrow, earn-out, confidentiality, reps and warranties, material adverse change, drag along and tag along, ratchet and divorce clauses like shoot outs. When a contract clause is related to financial or accounting issues, the course addresses the latter issues in relation with the legal provisions.
Further a transaction process and the involvement of lawyers is addressed with a letter of intent, the confidentiality agreement, the due diligence process and the like.
Students are introduced in the principles of contract negotiation and negotiate with their peers and develop, based on the instructions of a client, a contract. The contract is discussed in class.