MGMT714 - Value Creation and Value Capture in American Business History
This course concerns the history of capitalism in America viewed from the perspective of the people who operated (and in some cases owned) the firms. Its focus is on the activities of value creation and value capture and on how evolving opportunities and selection pressures have conditioned the historic development of competition, strategic analysis and initiatives, organizational structures, merger-and-acquisition activity, entrepreneurship, and the like. Accounting and control are also part of the story: the course in fact considers issues arising in a variety of different management disciplines and shows off their interrelationships. The maintenance (or otherwise) of value capture over the cycle and over time is a running theme.
MGMT717 - Deals: The Economic Structure of Transacting and Contracting
This course focuses on the role of professionals, including lawyers of all types (corporate, tax, securities, etc.), direct private equity investors, corporate business development officers, and investment bankers, in creating value through transaction engineering. The overall goal of the course is to explain how private parties order their commercial interactions, to develop a theory of how they ought to do this, and to gain a thorough understanding of how business deals are actually done.
The first half of the course will be devoted to impediments to transacting, including asymmetric information, difficulties intrinsic to contracting over time, enforceability, and various forms of strategic behavior, and to a variety of possible responses rooted in decision theory, option theory, risk management, and incentive alignment. In this first part, student teams also will follow the development of some current deals and give brief in-class presentations about them. In the second half of the course, (differently composed) student teams will apply the tools developed in the first half to the fine details of a series of real transactions. Each team will be assigned to a recently completed transaction and given access to the original documents implementing their deal. Each deal will get three classes. In the first, the instructors will present some background. In the second, the student teams will present their transaction to the class, focusing on how the transaction was structured and the advantages and disadvantages of that structure. In the third session, one or more of the parties who worked on the transaction will present the deal from the participant perspective and take questions from the class.
The requirements for the class are regular attendance, active participation in class discussions, and completion of some homework assignments, the two group projects, and an individual paper. The course meets jointly with an upper-class Law School and LLM course. Wharton enrollment will be restricted this year to 25 MBA students. In the event that the course is oversubscribed, students will be admitted from the waiting list only if other students drop the course. If this happens, it usually happens fairly early on. Priority for admission in these circumstances will go to students who have attended the class from the beginning.