| Unit name | Corporate Law Simulation |
|---|---|
| Unit code | LAWD30112 |
| Credit points | 20 |
| Level of study | H/6 |
| Teaching block(s) |
Teaching Block 4 (weeks 1-24) |
| Unit director | Mrs. Campbell |
| Open unit status | Not open |
| Pre-requisites |
Company Law |
| Co-requisites |
None |
| School/department | University of Bristol Law School |
| Faculty | Faculty of Social Sciences and Law |
In an increasingly competitive global commercial environment, students are encouraged to be 'commercially focused' and 'practice ready', with the ability to apply law to current international legal, business and economic issues. This unit aims to bridge the gap between academic theory and the realities of practising law, by providing students with the unique opportunity to apply commercial legal knowledge to a hypothetical deal. The course will explore the role of the commercial lawyer in structuring and implementing deals, creating value, managing risks and delivering solutions in this complex legal and regulatory environment. Via a combination of lectures and seminars/workshops students will navigate various stages of a corporation transaction; from receiving client instructions, to drafting and negotiating contracts, assessing risks, advising clients and guiding the transaction through to completion. Along the way a variety of contemporary issues in commercial law will be addressed, for example those relating to the transfer of employees, assignments of property and intellectual property rights. Academic knowledge, theory and critical analysis will therefore be applied in a practical setting. Whilst the particular transaction may vary from year to year, it is anticipated that these will focus primarily on business and asset acquisitions, share sale agreements and restructuring transactions.
Students will also have the opportunity to learn from experienced lawyers and Alumni guest lecturers, who will play an active role in the unit; delivering lectures, providing key instructions to students at various stages of the transaction and helping to bring the course together by reflecting on their own experiences of similar transactions including the pitfalls and traps that they encountered. By drawing on the wealth of experience of our Alumni and local legal practitioners, students are offered an exciting perspective to their education in addition to invaluable networking opportunities.
Unit aims:
• To enable students to develop commercial legal knowledge that will assist them in the practice of law.
• To provide students with hands-on experience of a corporate law simulation, including drafting contracts to reflect client instructions, negotiating and reviewing key commercial issues and guiding the deal through to completion.
• To encourage students to consider the differences between the academic theory of law and the realities of commercial legal practice.
By the end of this unit a successful student will be able to:
• Assess the structure of a simulated corporate law transaction and discuss plausible alternative options;
• Recognise the context in which commercial law operates, including how a variety of IP, employment and property law issues may be integral to a particular transaction;
• Draft and negotiate legal documentation, navigate legal issues and achieve beneficial outcomes for the hypothetical client;
• Appraise the role of lawyers in a commercial legal environment;
• Critically analyse contemporary debates regarding the demand for experiential learning in the context of the corporate law simulation model.
10 one-hour lectures and 10 two hour seminars
1 formative assessment: 1 x 1,000 word coursework. Formative assessments do not count towards final mark and can be optional.
2 x summative assessments: 2 x 2,000 word coursework. Summative assessments do count towards final mark.
The assessments will assess all of the intended learning outcomes for this unit.
Whilst there is no single textbook to cover all aspects of this unit, students will prepare introductory readings on commercial law principles from Goode on Commercial Law, 5th Edition, Penguin (2017) in addition to a selection of the following texts:
• Bebchuk, Corporate Law and Economic Analysis, Cambridge University Press (2005)
• V Williams, Due Diligence: A Practical Guide Jordan Publishing (2013)
• R J Gilson, Value Creation by Business Lawyers: Legal Skills and Asset Pricing, 94 YALE L.J (1984).
• R Neumann, Transaction Lawyering Skills: Becoming a Deal Lawyer, (Aspen 2012)
• D Zarfes and M Bloom, Contracts: A Transactional Approach, (Aspen 2011)
• D Millon, Shareholder Primacy in the Classroom After the Financial Crisis 8 J. BUS & TECH.L.191 (2013).
• R Moorhead and S Vaughan, Legal Risk: Definition, Management and Ethics, UCL Centre for Ethics and Law, (2015).
Students will also be referred to contemporary practitioner articles relating to the specific commercial law issues in the transaction.
