In the Law and Business of Corporate Transactions, students from both the Law School and NYU’s Stern School of Business examine the legal and financial frameworks of mergers and acquisitions and bankruptcies. The professors, Gerald Rosenfeld, faculty co-director of the Jacobson Leadership Program in Law and Business and vice chairman at Lazard, and Lewis Steinberg ’84 (LL.M. ’92), an adjunct professor as well as managing director and head of strategic advisory in Credit Suisse’s investment banking department, delve into issues such as federal and state law implications, tax considerations, deal structures and negotiations, shareholder activism, the timeline of a reorganization, and different players’ roles. Steinberg takes the lead in the M&A lectures, while Rosenfeld offers his expertise on bankruptcies and reorganizations. But both professors play an important part in each session, with the one not giving the lecture offering comments or asking questions to clarify the content for students.

Gerald Rosenfeld“What I’m most interested in conveying is the necessity that each side has in the other,” says Rosenfeld. “Transactions are done by both business and legal professionals working together. The first day a lawyer at a firm goes into a deal meeting, there are investment bankers there, and vice versa. We came to the conclusion that it was silly to keep these pre-professionals apart in their education. The essential thing to communicate is a mutual dependence of each set of skills coming together to create a successful transaction.” The class culminates in final presentations in which law and business students collaborate on transaction case studies.

Heather Lockhart ’12 had already completed her transaction course requirement but enjoyed Rosenfeld’s teaching so much that she signed up for the corporate transactions class anyway. “I’m becoming a Jerry groupie,” she says. “It sounds so dry, just doing M&A and bankruptcy legal and business issues for three hours on a Monday night. Yet I sit there and I’m actually enjoying the discussion that’s going on. I give full credit to Jerry and Lew for keeping it lively.”

For Steinberg, the class is about bridging divides. “The conventional wisdom among bankers is that lawyers are just there to hold up the deal, and the conventional wisdom among lawyers is that bankers just give a lot of prattle,” he says. “I hope to give each side mutual respect for the other and a realization that they both bring to the table a great deal of expertise. We try to give the law students enough understanding of what bankers do that they can both communicate with them and appreciate that it’s a joint effort to advise the client. The same is true for the bankers. We try to explain to them that the lawyers aren’t just trying to hold everything up, but they actually have some important pressure points they have to focus on.”

Posted on February 10, 2012