Spring 2015
    Law No.: LAW7646
    Sched. No.: 115219166

Advising the Board of Directors in a Mergers and Acquisitions World (SC)
Section 1
Morton, Mark A.
Steele, Myron T.

Administrative Information:
During SIS enrollment, check on SIS for real-time enrollment numbers
Days, Times (Room):F, 1700-1830 (WB105)
S, 0900-1030 (WB105)

Credits:1Type:Lecture - short course
Capacity:20 **This information is current as of 05/21/2015 06:15:02 AM**
Current Enrollment:18 **This information is current as of 05/21/2015 06:15:02 AM**

Course Description:

This short course meets Fridays, 5:00-6:30 p.m., and Saturdays, 9:00-10:30 a.m., January 23, 24; February 6, 7, 20, 21; March 6 and 7.

A director of a Delaware corporation owes just two fiduciary duties (care and loyalty) to the corporation and its stockholders. Although these duties are easily articulated, it is generally far more challenging to explain what board conduct is required to satisfy these duties. As a result, when a Delaware court considers challenges to the board’s actions in the M&A setting, the court’s analysis is particularly nuanced and contextually specific.

This course will examine some of the issues corporate boards confront when considering M&A transactions, including (i) addressing board and management conflicts, (ii) selecting financial and legal advisors, (iii) establishing an appropriate sales process, (iv) preparing for and responding to hostile bidders, (v) negotiating deal protection measures, and (vi) anticipating possible litigation. We will discuss the nature of the advice that counsel should provide a board in each context.

Mr. Mark A. Morton and former Chief Justice Myron T. Steele, partners at the law firm of Potter Anderson & Corroon LLP, teach the course. There will also be
guest participants from the world of M&A.

ATTENDANCE REQUIREMENT: Attendance at all class sessions is expected
PREREQUISITE: Corporations or Corporations (Law & Business)

Prerequisites:Corporations or Corporations (Law & Business)