Transactional Approach To Mergers and Acquisitions
Section 1, Fall 22
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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.
Final Type (if any): None
Written Work Product
Written Work Product:
During the term, the class members will be divided into four teams engaged in a multi-week simulated negotiation of a private M&A transaction. That exercise will culminate in presentations to “boards of directors” composed of business and M&A professionals.
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: No
Course Resources: To be announced.
*Satisfies Writing Requirement: No
**Credits For Prof. Skills Requirement: Yes
Satisfies Professional Ethics: No
*If “Yes,” then students are required to submit a substantial research paper in this course, which means students do not need to submit any form to SRO for this paper to meet their upper-level writing requirement. If “No,” then students must submit a “special request” e-form to SRO (available via LawWeb) no later than five weeks after the start of the term for a paper in this class to be counted toward the upper-level 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.
Cross Listed: No
Cross-Listed Course Mnemonic:
Concentrations: Business Organization and Finance
Public Syllabus Link: None
Evaluation Portal Via LawWeb Opens: Wednesday, November 30, 12:01 AM
Evaluation Portal Via LawWeb Closes: Friday, December 09, 11:59 PM