This course applies economic concepts to the practice of structuring contracts. Our goal is to understand common problems and solutions that arise in complex deals. The course extends over two quarters, meeting three hours per week the first quarter and two hours per week the second quarter. Students enrolled in the course must take both quarters. The first quarter will be spent in a traditional classroom setting, discussing economics articles and case studies of actual contracts that illustrate the concepts described in the articles. We focus on the issues arising from transaction costs, adverse selection, moral hazard, problems of enforceability, agency problems, and contracting over time. During the second quarter, we will explore the connection between economic theory and contracting practice by studying specific deals. Students, divided into groups, will study a deal and give a class presentation based on their deal. A lawyer or another participant in the deal will also lead a class discussion of that deal. When it works, the students' and the practitioners' analyses are mutually enlightening. In the past, we have studied movie financings, biotech alliances, venture capital financings, cross-border joint ventures, private equity investments, and corporate reorganizations. This course is capped at 30 Students, 12 GSB, 18 Law School students. Students enrolled in the course must take both quarters. The course is open to first-year Law School students. Writing (W) credit is for 3Ls only. No exam in Winter Term. An In-School exam will be given at the conclusion of the course in the Spring Term. Elements used in grading: Attendance, class participation, presentation, written assignments, a group paper, and exam. Grades will be given at the end of the second quarter and will be applied to both quarters. This course is cross-listed with GSBGEN 304. Consent Application: To apply for this course, students must complete and e-mail the Consent Application Form available on the SLS Registrar's Office website (see Registration and Selection of Classes for Stanford Law Students) to the instructors. See Consent Application Form for submission deadline.
Instructors for this course (Past and Present)Michael Klausner
Robert M. Daines