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Wharton and
Penn Law
Collaborate to
Bring Deal-makers into the
Classroom
"The success of the deal depends
on the team driving
it," said Ruth Porat, WG'87,
vice chairman at Morgan
Stanley, before a classroom
full of Wharton MBA and
Penn Law students.
She was speaking about
the team of investment
bankers, lawyers, and executives
who made Genworth
Financial's 2004 stock offering
the most successful IPO
in two years, but she could
just as easily have been talking
about the team behind
the interdisciplinary class
she spoke to. An elective
called "Deals: The Economic
Structure of Contracts and
Transactions," the class
was developed by Wharton
Management Professor
Daniel Raff and two colleagues
at Columbia Law
School when Raff taught at
Columbia. Raff and Penn
Law Associate Dean Michael
Knoll, a trained economist
and an expert in tax law,
have brought it to Penn and
are adapting it to the particular
strengths and interests
of the University's faculty,
students, and alumni.
The innovative class
took place in two halves
during the course of the
term. The first part of the
term was lecture style, team
taught by Raff and Knoll.
The second part involved
students from both graduate
schools dividing into teams
to study recent interesting
and prominent transactions.
The students gained access
to original deal documents,
and proposed an analysis in
class each Monday. During
the Wednesday class session,
the deal was illuminated
by the actual i-bankers and
lawyers—many of them
Penn and Wharton alumni—who pulled them off.
On November 2, the
first deal of the second
phase of class brought to
Wharton Pamela Dealey,
a Penn Law graduate, vice
president of business development
for GE, and a director
at Genworth Financial;
Briggs Tobin, senior counsel,
transactions, for GE;
David Lefkowitz, senior
partner, Weill, Gotshal &
Manges, LLP; and Porat.
Dealey, one of the driving
forces behind putting the
class together, brought her
team to Philadelphia to offer
insight into GE's strategy
for spinning off Genworth
Financial, as well as financial,
governance, and tax
details about a deal that had
a $10 billion book value.
Other deals discussed
during later class sessions
included the redevelopment
of the St. Moritz Hotel on
Central Park South and
the reorganization of Royal
Dutch-Shell.
Knoll described one of
the challenges of the inter-school collaboration, "The
vocabulary of law school
and business students is
different, but we needed to
find common ground," he
said. "We try to pitch it at
a level that will be comfortable
for both. Law students
don't know business jargon,
and business students can't
quote code sections. But
when they graduate and try
to put deals together, they
will need to talk to and understand
each other."
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