Transactional Approach To Mergers and Acquisitions

Section 1, Spring 19

Schedule Information

Enrollment: 10/24
Credits: 3
Day Date Time Room

Course Description

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.

Course Requirements

Exam Info:
Midterm Type (if any): None
Description: None

Final Type (if any): Flex

Flex examination at end of the semester.

Written Work Product
Written Work Product:

Other Work
Group negotiation project with group work product submission.

Other Course Details
Prerequisites: (Corporations (6103) OR Corporations (Law & Business) (6109)) An upper-level course in corporate law (e.g., corporate tax, securities regulation or mergers and acquisitions) recommended, but not required. Since this is an advanced level course for students who have a serious interest in M&A, students who have not taken any of the recommended courses may want to discuss the scope of the class with one of the professors. Concurrencies: None
Mutually Exclusive With: None
Laptops Allowed: Yes
First Day Attendance Required: Yes
Course Notes: This course will meet on alternating weeks to be determined prior to the opening of the Spring lotteries in October.

Graduation Requirements

*Satisfies Writing Requirement: No
**Credits For Prof. Skills Requirement: No
Satisfies Professional Ethics: No

*Yes means professor requires everyone in the course to submit a substantial research paper (which is the requirement standard in Academic Policies), so no paperwork required to be submitted to SRO. No means student must timely submit paperwork to SRO if intending to use a paper in this course to satisfy the Writing Requirement.

**Yes indicates course credits count towards UVA Law’s Prof. Skills graduation requirement, not necessarily a skills requirements for any particular state bar.

Schedule No.
Law No.
Modified Type
Cross Listed: No
Cross-Listed Course Mnemonic:
Public Syllabus Link: None
Evaluation Portal Via LawWeb Opens:
Evaluation Portal Via LawWeb Closes: