Deals. The Economic Structure of Business Transactions

"An invaluable resource for anyone who wants to understand real-world contracts and deals." -Oliver Hart, winner of the Nobel Prize in Economics Drawing on real-life cases from a wide range of industries, two acclaimed experts offer a sophisticated but accessible guide to business deals, designed to maximize value for your side. Business transactions take widely varying forms, from corporate mergers to patent licenses to the signing of an all-star quarterback. Yet every deal shares the same goal, or at least should: to maximize joint value and distribute that value among the parties. Building on decades of experience advising on business deals, Michael Klausner and Guhan Subramanian show how to accomplish this goal through the design of incentives, mitigation of information asymmetries, and attentiveness to parties' rights and obligations. Deals captures the range of real-life transactional complexities with case studies covering Microsoft's acquisition of LinkedIn, a contract dispute between Disney and actor Scarlett Johansson, litigation surrounding LVMH's pandemic-disrupted acquisition of Tiffany, NBC/Viacom's negotiation with Paramount over the final three seasons of Frasier, and many more. Klausner and Subramanian concisely establish the framework of negotiation and the economic concepts underlying value maximization. They show how to tackle challenges such as moral hazard and opportunistic behavior and lay out responses to common risks associated with long-term contracts. Unique in applying economic theory to actual transactions, Deals is an indispensable resource for students and professionals across the business and legal worlds.