S. Drafting and Negotiating Cross-Border M&A Transactions

This course is divided into two main parts. The first part of the course will consist of sessions structured as interactive lectures focused on the fundamentals of cross-border M&A transactions. The second part of the course will consist of sessions during which students will participate in a simulated auction for the sale of a division of a corporation that operates internationally.


As part of the simulated auction, students will be divided into one seller team and three bidder teams competing to purchase the target business. Depending on the circumstances, there may be a team representing lenders as well. The teams will negotiate the terms of a purchase agreement and towards the end of the semester, each bidder team will submit a binding offer for the business along with a markup of the purchase agreement. The seller will pick a winning bid. Before submitting the offer and before picking the winning bid, all teams will make a presentation to their board of directors / investment committee to obtain their approval. The class will have experienced professionals and board members serve on the simulated board.