Spring 2013
    Law No.: LAW9034
    Sched. No.: 113210110

Transactional Approach to Mergers and Acquisitions*
Section 1B
X
Kling, Lou R.
Nugent, Eileen T.



Administrative Information:
During SIS enrollment, check on SIS for real-time enrollment numbers
Days, Times (Room):F, 1600-1900 (WB126)
S, 0900-1200 (WB126)
Credits:3Type:B weekend
Capacity:20 **This information is current as of 05/22/2013 06:17:45 AM**
Current Enrollment:20 **This information is current as of 05/22/2013 06:17:45 AM**
Syllabus: View Syllabus (requires LawWeb account)



Course Description:

NOTE: This B weekend course meets on January 26; February 8, 9, 22, 23; March 8, 9, 29, 30; April 12, 13 and 19.

An analysis of different kinds of M&A transactions including both negotiated and hostile acquisitions of public companies, as well as acquisitions of private companies and subsidiaries and divisions of public companies. Special types of transactions such as leveraged buyouts, “going private” transactions, and the use of proxy contests and tender offers in hostile transactions will also be addressed. Structuring, documenting and negotiating transactions will be examined in-depth from a practitioner’s perspective, sometimes through the use of case studies, with an emphasis on the similarities and differences in the acquisition agreements applicable to different kinds of transactions. The course will provide an in-depth look at the roles played by lawyers and investment bankers in advising boards of directors of target and acquirer companies, as well as special committees in going private transactions, and in dealing with litigation. Students will be divided into "teams" and will conduct mock negotiations of acquisition agreements, involving public and non-public targets. Emphasis will be on how the case law and various state statutes and SEC regulations inform the acquisition process. Each of the professors is a very experienced M&A practitioner and throughout the course will illustrate these matters with real-life examples and explain how practitioners have dealt with developing Delaware case law over the years in designing deal structures and processes. Readings will include cases, articles, merger agreements and related agreements, SEC filings and various federal and state statutes.

PREREQUISITE: Corporations or Corporations (Law and Business). An upper-level course in corporate law (e.g., corporate tax, securities regulation or mergers and acquisitions) recommended, but no required.
COURSE REQUIREMENT: Mid-term examination and final examination

Prerequisites:Corporations or Corporations (Law and Business). An upper-level course in corporate law (e.g., corporate tax, securities regulation or mergers and acquisitions) recommended, but no required.