Business Mergers and Acquisitions | L4441

This is a transactions based course that will focus on teaching future junior associates practical deal skills in the context of M&A law. The course will cover how M&A deals (e.g. asset sales and triangular mergers) are structured, how lawyers interact with various parties to engineer a transaction, the basics of a negotiated document, allocation of value and risk, drafting techniques, advising boards, and due diligence concerns. We will work with statutes relevant to M&A transactions (with a focus on Delaware law and the MBCA), federal securities laws (the Act, proxy rules and the Williams Act), and survey tax and antitrust laws. Finally, the course will also cover anti-takeover defenses, deal protection devices, and board fiduciary obligations. While the course will include theory and policy discussions, it will also incorporate practical assignments, a drafting exercise, and a team presentation.

Prerequisites: L4190 Corporations
Credit Hours: 3
ULW: This course does not satisfy the Upper Level Writing requirement (ULW)


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