This course will teach law students how to research, analyze, write and negotiate basic business contracts and term sheets such as confidentiality agreements, purchase agreement term sheets, limited liability company agreement term sheets, and NVCA financing term sheets as well as related issues lists and client memoranda. After interactive lectures and review of materials regarding principles of negotiation and applicable contract or term sheet provisions, students will be paired in groups to two in order to engage in a series of projects including research, analysis and writing exercises, preparing issues lists, agreement and term sheet markups and client memoranda, negotiation sessions (in person and via Zoom to replicate private practice), and proposing solutions to get to an agreement (or not). Students are encouraged to use AI to expedite and enhance client service, but students are also responsible for verifying the accuracy of information provided by AI tools and understanding such work product in connection with class projects and discussion. Students should leave the course with a solid foundation for more principled, persuasive and successful writing, analysis, research, client communication and counterparty negotiation in a variety of business contexts. Students are expected to learn foundational tools necessary to research and write clear, effective, plain language business issues lists, client memoranda, term sheets and contracts and analyze other transactional documents and writings used in complex business transactions. The class exercises are also intended to help students improve their research, writing, analysis, and editing skills and develop sensitivity to the expectations of attorneys and clients with whom they will be working. The course will appeal especially to students interested in working for a law firm and practicing transactional law (including corporate, private equity, venture financings, mergers and acquisitions, etc.). Special Instructions: Students may not drop this course after first week of class. Students on the waitlist for the course will be admitted if spots are available on the basis of priority and degree program. Elements used in grading: Attendance, Class Participation, Written Assignments. CONSENT APPLICATION: To apply for this course, students must complete and submit a Consent Application Form available at https://law.stanford.edu/education/courses/consent-of-instructor-forms/. See Consent Application Form for instructions and submission deadline.
3 units · Law Honors/Pass/Restrd Cr/Fail
This course will teach law students how to research, analyze, write and negotiate basic business contracts and term sheets such as confidentiality agreements, purchase agreement term sheets, limited liability company agreement term sheets, and NVCA financing term sheets as well as related issues lists and client memoranda. After interactive lectures and review of materials regarding principles of negotiation and applicable contract or term sheet provisions, students will be paired in groups to two in order to engage in a series of projects including research, analysis and writing exercises, preparing issues lists, agreement and term sheet markups and client memoranda, negotiation sessions (in person and via Zoom to replicate private practice), and proposing solutions to get to an agreement (or not). Students are encouraged to use AI to expedite and enhance client service, but students are also responsible for verifying the accuracy of information provided by AI tools and understanding such work product in connection with class projects and discussion. Students should leave the course with a solid foundation for more principled, persuasive and successful writing, analysis, research, client communication and counterparty negotiation in a variety of business contexts. Students are expected to learn foundational tools necessary to research and write clear, effective, plain language business issues lists, client memoranda, term sheets and contracts and analyze other transactional documents and writings used in complex business transactions. The class exercises are also intended to help students improve their research, writing, analysis, and editing skills and develop sensitivity to the expectations of attorneys and clients with whom they will be working. The course will appeal especially to students interested in working for a law firm and practicing transactional law (including corporate, private equity, venture financings, mergers and acquisitions, etc.). Special Instructions: Students may not drop this course after first week of class. Students on the waitlist for the course will be admitted if spots are available on the basis of priority and degree program. Elements used in grading: Attendance, Class Participation, Written Assignments. CONSENT APPLICATION: To apply for this course, students must complete and submit a Consent Application Form available at https://law.stanford.edu/education/courses/consent-of-instructor-forms/. See Consent Application Form for instructions and submission deadline.
Offered in Autumn 2026, Spring 2027 at Stanford University.