Lewis & Clark Law students recently had the chance to step into the shoes of in-house counsel during a three-hour virtual Deals Workshop: “Maximizing Value – Deal-Making at Intel.” The session was led by Elizabeth Borges, Senior Counsel for Supply Chain at Intel, and Trevor Jones, Associate General Counsel for Privacy & Security in Intel’s Legal Department, with special guest, Kat Kogan, Corporate Counsel, Lam Research Corporation.
Designed for students interested in transactional practice, the workshop walked participants through the steps they take when making complex technology deals, explaining how they are structured, negotiated, and closed, focusing not just on contract language, but on strategy, collaboration, and business impact.
At the center of the workshop was a thought experiment centered on TruOptix, a fictional smart-glasses start-up preparing to scale its products, and Rocket OS, an operating system meant to enable TruOptix smart glasses to run software and applications from a mainstream OS that can be customized for new uses and customers. Students received a detailed TruOptix case study before the workshop, for their review of TruOptix’s financial and business position, including its need for steady cash flow and growth, and its product roadmap.
From there, the workshop became highly interactive, with students moving through a series of structured exercises. Students were asked to identify the key legal and business issues that would matter in a deal between TruOptix and Rocket OS. That included questions about intellectual property ownership, scope of licenses, support obligations, pricing, development timelines, and long-term strategic risk.
Students were then asked to define the “value drivers” for each side - what each party most hoped to gain or protect in the transaction. For TruOptix, that might include reliable technology, flexibility to innovate, and predictable costs; for Rocket OS, things like revenue, reuse of technology, and market positioning.
Finally, participants learned about building a negotiation plan using categories such as: the Ideal Outcome, the preferred terms TruOptix would want if it could design the contract from scratch, and the Expected Outcome, a realistic but favorable position that still satisfies key value drivers. Students then considered how these positions combine into a “landing zone,” which is a range of outcomes that still meet business needs and would be considered a successful deal.
By the end of the three-hour session, students had practiced reading and analyzing a realistic tech-deal scenario, worked through issue spotting, value-driver analysis, and negotiation planning in small groups, and seen how in-house counsel at a major technology company approach complex deals from both a legal and business perspective.
BetweenTrue Optix exercises, Borges, Jones, and Kogan walked students through core concepts of deal-making at a large technology company, including:
- Why companies do deals – from acquiring technology, making products in-house, and licensing, to partnering, buying, selling, or spinning off assets.
- The deal spectrum, showing, that the dollar value of a deal doesn’t necessarily correlate with its complexity or strategic importance.
- Typical deal team roles, including the business owner, technical owner, legal, finance, and account teams, and how lawyers fit into that cross-functional picture.
- The typical deal life cycle, from early business conversations to term sheets, negotiation, contract drafting, approvals, and implementation.
Rather than treating contracts as standalone documents, the workshop emphasized that every agreement sits within a broader strategy: What is the business trying to achieve, and how can the contract reflect that reality?
Students were encouraged to slow down early in the process, clarifying value drivers, understanding the other side’s constraints, and aligning internally with decision-makers, so that later stages of negotiation and drafting can move more quickly and smoothly.
In the final discussion, students reflected on practical habits they can carry into practice, including:
- Think intentionally about the other side’s interests, not just your own client’s wish list.
- Create a written negotiation plan instead of improvising term by term.
- Quantify value drivers for both parties and write them down.
- Identify who the true decision-makers are and meet with them regularly.
- Settle the major business terms before diving deep into contract language.
- Make sure all key terms are part of the negotiation and clearly reflected in the agreement.
- Involve the Legal department and the broader business team throughout, rather than treating lawyers as a final checkpoint.
For students considering careers in transactions, in-house practice, or technology law, the workshop offered a grounded look at what it takes to structure deals that are not only legally sound but also strategically smart.
The workshop is part of the hands-on training programs of the Center for Business Law and Leadership, which connects business leaders with students in Lewis & Clark’s business law program.
