How They Crafted a Winning Deal

Third-year students Max Ain and Andrew Teal won the first Transactional Law Competition at the University of Virginia School of Law on Feb. 25.

Designed to test the negotiating skills of participating UVA Law students, the competition began over winter break, when organizers released a packet of information about clients, possible agreements, the context of the negotiation and other resources. Competitors then drafted a “term sheet” — a nonbinding agreement showing their preferred terms and conditions — to trade with their opposing counsel in January. Two weeks after exchanging agreements, the students participated in a final round — mock negotiations judged by a panel of experts.

The competition assigned pairs of students as either the buyer or seller for a proposed merger agreement. Ain and Teal represented the buyer — a company that builds greenhouses — which had a goal of purchasing the seller team’s proprietary technology. The duo drafted a term sheet that included both financial and legal deal terms that best fit the client’s needs, covering issues including capital structure, voting rights, board structure, equity incentives and closing conditions.

“We put together our term sheet to reflect the fact patterns we were given and made special effort to ensure protections for the current company ownership and flexibility to engage in future financing rounds for the company’s long-term growth,” Ain said.

Ain and Teal were in the same section as first-year students and decided to team up for the competition after working on a similar exercise for lecturer Peter D. Lyons’ mergers and acquisitions course in the fall.

“Max and I were fortunate to have taken UVA Law courses that touch on skills helpful for the competition, including the Transactional Approach to M&A course, and a drafting and negotiation course,” Teal said. “Through both these courses and our experiences while working as summer associates at law firms, Max and I had a rough understanding of the terms we should focus on when negotiating a term sheet.”

Ain said they both put substantial time into researching how these deals should work and what term sheet provisions were the most crucial to nail down during negotiations. They also created internal documents beyond what they were supposed to deliver for the competition so that they were better able to keep track of positions for each issue.

“Our thought was that, however in-person negotiations progressed, we were going to be a united front and have all of the information at our fingertips in order to address the issues that were most important to our client,” he said.

After graduation, Ain is planning to work at Massumi + Consoli’s Los Angeles office, focusing on transactional work in the private equity space. Teal will work with Jones Day’s mergers and acquisitions group in Atlanta.

ECVC President Lauren Johnson ’22 said the inaugural event was a “huge success,” and participants were excited and well-prepared for the final negotiation.

“Participants walked away from the competition with a much better idea of how the negotiation process works and the general structure and purpose of term sheets,” she said. “Several students also mentioned that the experience gave them a better idea for how to approach a negotiation like this in the future, learning how to manage their time and keep the negotiation moving, instead of getting stuck on certain points.” 

The event was sponsored by the Virginia Law Emerging Companies & Venture Capital Society, the John W. Glynn, Jr. Law & Business Program, the Virginia Law & Business Review, the Virginia Law & Business Society, and Rivanna Investments. The competition was financially supported by the law firm Cooley. The winners received a cash prize from Kirkland & Ellis.

Presiding over the competition were Daniel Dubelman ’08 of Massumi + Consoli; Alex Elmore and Eddie Sniezek ’16 of Cooley; Professor George Geis, director of the Law & Business Program; Lyons of Freshfields Bruckhaus Deringer; and David Makarechian ’93 of O’Melveny.

In addition to the Transactional Law Competition, UVA Law students also compete in other appellate moot court and trial advocacy competitions nationwide.