OsgoodePD program on business transactions helps students put their core learning into practice

Fledging lawyers with an interest in business transactions face a very different legal landscape to the one Germán Morales Farah entered almost three decades ago.

“When I started, I had firms and companies that were willing to invest in me while I learned,” says Morales Farah, the Program Director for Osgoode’s Professional LLM in International Business Law. “Now they don’t. They hire you and they want you to hit the ground running.”

Morales Farah says a new skills-focused business transactions course he recently helped develop for the Professional LLM program is designed to help graduates bridge that gap.

“At the end of the course, my goal is for them to know how to interact with the legal and business worlds, not just legally, but also technologically, so that they are attuned to this new digital era,” he says.

Growing up in Argentina, Morales Farah always had an eye for international affairs and began learning new languages by the time he was four years old (he currently speaks six). He initially believed this passion would lead him into diplomacy, before realizing that he could put his communication and negotiation skills to use in the private sector and international business transactions.

As a lawyer for leading law firms in Argentina, the United States and Canada, as well as an in-house counsel for major multinational corporations, Morales Farah has acted on numerous complex and cross-border M&A transactions for clients in a large variety of industries over the last 30 years in all corners of the world.

Alongside his private practice, Morales Farah has written a book on international business transactions and teaches several courses on Osgoode’s International Business Law LLM program.

His new business transactions course is designed to let students put some of their core learning from other classes into practice, as groups of students form and manage their own virtual law firms to conduct business transactions on behalf of a simulated client.

Using four distinct communication and collaborative platforms, students are first required to take part in a legal advice simulation at a virtual law firm to come up with a term sheet and letter of intent for a business transaction. The second phase of the course is then built around a negotiation exercise in which the students’ law firms attempt to reach an agreement with a deal partner based on a specific fact scenario.

“They’re being measured by their formal skills as a lawyer, but also their soft skills: the way they behave in the negotiation and how they tailored their message to the audience they were addressing,” Morales Farah says. “At the end, we’re able to compare the agreements and see who got the better deal for their clients.”

Many of the students enrolled in Osgoode’s International Business Law LLM have already spent time in practice in Canada or other jurisdictions. Morales Farah says his course presents them with an opportunity to reassess their existing ideas about business transactions.

“It’s revelatory for our students. They come in with one approach, but after a negotiation exercise, they realize the areas they need to work on. By the end of the process, they have a list of the things they are doing great and a list of the things they need to improve,” he says.

Students in the class tackle various modes of business transactions – including mergers, acquisitions, joint ventures, strategic alliances, amalgamations and plans of arrangement – before digging into key stages common to each deal type, such as the strategic planning, due diligence process, contract drafting, negotiation and closings.

Morales Farah’s syllabus also incorporates principles of legal project management (LPM) that he honed while leading the Canadian LPM team of a global law firm, asking students to consider the scope and budget of their proposed business transactions ahead of implementation.  

“Traditionally, as lawyers, we don’t like to plan. But when you jump right into a business transaction, it presents a lot of problems in terms of managing time and resources, as well as client expectations. The planning stage is crucial in any business transaction (and even more so if it is international). When you devote more time to planning, then transactions flow more smoothly,” Morales Farah says. “It all contributes to a seamless client experience and adding value. This is something that lawyers are often uncomfortable talking about, but it’s a must. We’re in a service business within a regulated profession.”

Germán Morales Farah is Program Director for the Professional LLM in International Business Law.