Advising the Board of Directors in a Mergers and Acquisitions World (SC)

Section 1, Spring 17

Schedule Information

Enrollment: 10/18
Credits: 1

Course Description

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.

Course Requirements

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

Final Type (if any): Due Date Only
Description: A take-home examination will be distributed on the last day of the course in a sealed envelope, and students will be on their honor to complete their answers within the stated time upon opening the envelope and uploading their answers to EXPO shortly thereafter by the deadline to be announced.
Final Exam Notes:

A take-home examination will be distributed on the last day of the course in a sealed envelope, and students will be on their honor to complete their answers within the stated time upon opening the envelope and uploading their answers to EXPO shortly thereafter by the deadline to be announced.


Written Work Product
Written Work Product:

Other Work

Other Course Details
Prerequisites: Corporations or Corporations (Law & Business) Concurrencies: None
Mutually Exclusive With: None
Laptops Allowed: Yes
First Day Attendance Required: Yes
Course Notes: This course will meet on the following Fridays (4pm - 6pm) and Saturdays (9am - 11am): March 3 & 4; March 17 & 18; April 21 & 22, 2017.  ATTENDANCE: Attendance at all class meetings is required.  Enrolled students who do not attend the first class session will be disenrolled in accordance with Academic Policy. Students seeking to enroll in this course must attend the first class session.

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.

General Information

Schedule No.
117210148
Law No.
LAW7646
Modified Type
Lecture
Cross Listed: No
Cross-Listed Course Mnemonic:
Public Syllabus Link: None
Evaluation Portal Via LawWeb Opens:
Evaluation Portal Via LawWeb Closes: