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USC Gould is a top-ranked law school with a 115-year history and reputation for academic excellence. We are located on the beautiful 228-acre USC University Park Campus, just south of downtown Los Angeles.
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Transactional Due Diligence (Spring 2019)
- Course Number: LAW-835
- Class Number: 03603
- Instructor: Matt Chain
Meetings: Tuesdays from 6:00pm until 8:00pm, in Room [___]
Professor: Matt Chain
Contact: firstname.lastname@example.org; (310) 995-1473
Office Hours: By appointment
The due diligence process is an essential element of many corporate transactions. Prudent due diligence enables parties to a transaction to make informed decisions concerning their involvement in such transactions, including with respect to financial matters, key non-economic factors, risk allocation and post-transaction planning. Understanding the due diligence process is fundamental to a junior attorney’s professional growth in the context of a transaction legal practice – a thorough comprehension of the process is a necessary foundational building block of a successful transactional career.
The learning curve is understandably quite steep. Inexperienced attorneys are often relied upon to analyze large amounts of complex contractual provisions and carefully weigh other material considerations. Such analysis may involve interpreting significant amounts of legal or other technical terminology that most have encountered infrequently.
Course Learning Objectives
To demystify the due diligence process and other elements of transactional law;
To prepare students to handle due diligence projects at the level of a first-year or second-year transactional associate through hands-on, practical training; and
To provide an initial perspective to students of practical and business considerations relevant to certain transactions.
1 This syllabus is intended to give students guidance regarding what may be covered during the semester and will be followed as closely as possible. However, the professor reserves the right to modify, supplement and make changes to this syllabus as the need arises.
Attendance, Classroom Behavior, Class Format and Participation
Regular and punctual attendance is expected. Please respect the learning environment and refrain from using personal devices during class sessions other than to take notes or access course materials or other relevant information.
Students will be treated like professionals in the classroom, and class discussion will therefore take place with the assumption that everyone is familiar with the assigned materials and is prepared to participate in discussions in a professional manner.
Participation is highly encouraged, as class participation will be an important element to class grading. Please do not hesitate to ask questions or contribute to a discussion.
Each class generally will include a lecture, a discussion of assigned materials, in-class exercises. Although it will likely prove impossible to discuss in class all of the assigned materials, students will nonetheless be responsible for all such materials.
Absent special accommodations, class lectures will not be recorded by the professor and shall not be recorded by students.
[Text Box: Students should arrive 5-10 minutes prior to the start of every class to ensure they arrive on time. Class will start and end on time. Please do not arrive late to class.]
All required materials will be provided to students, and access to a reliable internet connection outside of class is required. A portion of this course is designed to simulate the experience of being a junior attorney in charge of managing a due diligence project related to a corporate transaction. As such, there may be an online electronic dataroom that you will be required to access in order to obtain various material for your review and analysis. Certain class sessions may be taught using PowerPoint slides – these slides will not be made available to students, so you are advised to come to every class session and take substantive notes.
This class is a one-unit course; numerical or CR/D/F grading. There is no final examination.
20% of your grade will be based on the quality of your participation in the class discussions and;
20% of your grade will be based on your completion of certain short assignments given throughout the semester – the short assignments may include brief class presentation(s) and/or brief written exercises on assigned topics taken from the course material or a prior class discussion; and
60% of your grade will be based on your performance related to drafting a material due diligence issues memorandum.
- Unit Value: 1
- Grading Options: Numerical or CR/D/F
- Schedule: T 6:00 pm - 8:00 pm
- Room Number: Room 130
- Exam: None
- Writing Requirement: No
- Skills/Experiential Unit Requirement: yes
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