Memorandum

To: CLS Spring 2009 Deals Course Students
From: Nick Harley
Date: February 12, 2009
Re: Group Presentations and Papers

Following please find instructions for your group presentations and papers. Please feel free to contact Nick, Professor Katz or Professor Mann if you have any additional questions.

Group Assignments

Group 1	Group 2	Group 3
Angell, Christopher Cervantes, Luis Huerta, Juan Lee, Karen Li, Maxwell Vejarano, Laura Walder, Jon	Bell, Wes Boehmer, Joerg Coco, Kevin Iacia, Fernanda Lortscher, Glenn Madden, Jennifer Wise, Yavonia	Anand, Vishal Bryk, Jordan Dunn, Julian Leuenberger, Christian Mervis, Yoni Mojtabee-Zaman, Reza Yaecker, Greg
Group 4	Group 5
Coeymans, Juan Gentry, David Joseney, Cassandro Newton, Edward Oleskow, Mathias Tian, Shujun Chu, Stephen	Giampietri, Giuliana Guzman, Damian Lawrence, Alexander Rosenbaum, Sam Ruenes Rosales, Juan Veenstra, Loring

Schedule of Assignments

Group		Presentation		Topic		Reading Materials		Draft Paper		Final Paper
1		March 24		Alt-A Securitization		March 17		March 24		May 8
2		March 31		CiCi's Pizza VC Investment		March 24		March 31		May 8
3		April 7		MPEG Patent Pool		March 31		April 7		May 8
4		April 14		Acme LLC Management Buyout		April 7		April 14		May 8
5		April 21		IAC Headquarters Construction Contract		April 14		April 21		May 8

 

Class Presentations

Each group is responsible for giving an in-class presentation on its assigned deal on the dates indicated above. The presentation should be cohesive and is graded on an overall basis rather than on an individual basis. In that regard, each group member need not participate in the actual class presentation. The presentation may take any form your group determines will best relay the information relevant to your transaction. Formats used in the past have included power point presentations, skits and videos. In the end, however, you should use the format that works best for your transaction and the talents of your particular group members. Please do not spend significant amounts of time adding bells and whistles to your in-class presentation, although if someone in your group already has a relevant skill set, they should feel free to use it. Ultimately, however, the presentation will be evaluated on the basis of its content, and any extra time your group has should be spent on the actual substance of your presentation. If you have slides or other similar materials you will be using for your in-class presentation (not the reading materials discussed below), please email them to Nick and Professors Katz and Mann on the day of the presentation (either before or after class is fine).

In the class meeting after your presentations, the lawyers who actually worked on the transaction will come to class and talk about the deal. You are responsible for keeping that class going by asking interesting questions (although all students are encouraged to participate). Not only will this help the visiting attorneys feel that the class is interested in their transaction, but it is a very important time (and perhaps final opportunity) for your group to get answers to the questions that is has with respect to the paper prior to turning in the final draft. In that regard, it may make sense for your group members to compile a list of all outstanding issues and assign responsibility to particular individuals in order to ensure that all of the questions are addressed during the class.

Class Reading Materials

In advance of your in-class presentation, each group should assemble approximately two hours of reading materials for the class, which will help them prepare for and understand your in-class presentation.  For example, relevant readings may include excerpts from your group's packet of transaction materials, industry background, news articles and transaction charts.  The compiled readings should be emailed to Nick the Tuesday prior to your in-class presentation (please see the schedule above).  Nick will then distribute the readings to the rest of the class via email.  

Group Papers

Each group is responsible for writing a comprehensive paper on its transaction.  The paper should provide an in-depth analysis of the transaction, using concepts and analytical tools you have learned in class (e.g. moral hazard, risk management, incentive alignment, information asymmetry, etc.).  To the extent relevant, the paper generally should attempt to answer questions such as: 

• What is the contextual background of the transaction? ( e.g. relevant industry background or regulatory landscape)
• What factors are driving the parties in the transaction?
• What problems/barriers are the parties likely facing?
• How have the parties attempted to address these problems? ( e.g. deal structure or contractual provisions)
• Do these solutions work or are there limitations?
  

Sample papers from prior years will be posted on the course web site. These should be used as examples only, as the particular structure of your deal should ultimately drive the format of your paper. These papers can, however, provide some general guidance as to what we are looking for.

First Draft

The first draft of your paper is due the day of your presentation (see chart above). You should send the draft via email to Professors Katz and Mann, with a copy to Nick. Written comments on your initial draft will be provided to you (hopefully within a week or so) by the professors and the group with secondary responsibility (see below). Obviously, the more complete the paper, the more helpful and in-depth the comments will be. In addition, it is expected that the earlier your draft is due, the less polished your paper will be, and the later your draft is due, the more polished it will be. In the end, however, the first draft is an opportunity for your group to get feedback that will help in completing the final draft and enable the group to adequately identify and frame the issues in the transaction so that it will be prepared to ask questions of the lawyers when they come to present the transactions to the class.

Final Draft

The final draft is due by 5:00 p.m . on Friday , May 8 and should be sent via email to Professors Katz and Mann, with a copy to Nick. While it is not expected that the first draft will be in perfect form, the final draft should be. That is, the final draft should read as if a single hand wrote it, even though different group members may have been responsible for the initial drafting. Please do not underestimate the amount of time that this will take, and factor this in when dividing up the responsibilities for the project. Typically, this final editing process will fall on the shoulders of one or two individuals. Certain steps can be taken up front to alleviate some of this final editing work by implementing drafting rules for group members ( e.g. consistent tenses, person, defined terms, etc.) and/or having a detailed outline to prevent overlapping. Ultimately, however, a lot of editing work will typically need to be done.

Secondary Group Responsibilities

In addition to your primary group responsibilities, you also have secondary responsibility for another deal. Secondary responsibility entails providing written comments on the primary group's draft paper and being prepared with questions when the other group does its in-class presentation ( i.e. make sure that you thoroughly read all of the class materials prepared by the primary group and are prepared to ask questions).

Following are the secondary group assignments:

• If you are in Group 1 you have secondary responsibility for Group 5 .
  
• If you are in Group 2 you have secondary responsibility for Group 3 .
  
• If you are in Group 3 you have secondary responsibility for Group 4 .
  
• If you are in Group 4 you have secondary responsibility for Group 2 .
  
• If you are in Group 5 you have secondary responsibility for Group 1 .
  

Intra-Group Participation Evaluations

We are relying on you to be able to effectively work in a group setting (as this will often be the environment in the real world). In that regard, you are responsible for dividing up the various responsibilities listed above in whatever manner your group sees fit. As somewhat of a checks and balance, however, each team member's participation will be evaluated by the other team members in the following manner:

• Each team member will allocate among its other team members a number of points equal to the number of other team members in the group x 10 ( e.g. if there are 7 people in your group you will have 60 points to allocate).
  
• If everyone pulls their weight, the obvious allocation is 10 points to each member, in which event this element of the evaluation will effectively disappear.
  
• If, however, a substantial number of team members believe a particular member has either not participated fully, or has carried more than a proportional share of the work, then a different allocation may be made and the instructors will take that assessment into account in determining grades.
  
• Please attach your point allocation to your final examination.