Transactional Approach To Mergers and Acquisitions

Section 1SP, Fall 20

Schedule Information

Enrollment: 20/20
Credits: 3

Course Description

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.

Course Requirements

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

Final Type (if any): Flex
Description: Flex exam at end of semester.
Final Exam Notes:

Flex exam at end of semester.

Written Work Product
Written Work Product:

Other Work
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: Yes
Course Notes: Grades will be based on performance on the case study presentations and the negotiation exercise, class participation and a final exam.

Graduation Requirements

*Satisfies Writing Requirement: No
**Credits For Prof. Skills Requirement: Yes
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.
Law No.
Modified Type
Cross Listed: No
Cross-Listed Course Mnemonic:
Public Syllabus Link: None
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Evaluation Portal Via LawWeb Closes: