Transactional Approach To Mergers and Acquisitions

The goal is for students to learn the legal nuts and bolts of M&A transactions with a focus on applying legal principles to real world situations. The course will focus on what lawyers actually do, and the substantive knowledge they need to play an important role, on M&A transactions. Students will also get practice communicating effectively with business women and men. We will begin with some basics, including: (1) Why companies engage in M&A transactions (2) The structure of M&A transactions and M&A agreements (3) Due diligence: what’s the objective and what role do lawyers play (4) Private acquisition agreements (5) Public acquisition techniques and agreements. Next, we analyze what others have done through studies of three actual public company transactions: (1) A proxy contest; (2) An unsolicited bid; and (3) A deal jump. Students will then be divided into six teams which will make a presentation on one of the cases, covering, e.g.:, the factors affecting the outcome and what, if anything, should the parties have done differently. Then, we will engage in a multi-week simulated negotiation of a private M&A transaction conducted by four different teams. That exercise will culminate in presentations to “boards of directors” composed of business and M&A professionals.