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