Advanced Corporate Law: Mergers and Acquisitions

Course Information

Course Number
Curriculum Level
Areas of Study
Commercial Law and Transactions, Corporate Law and Transactions, Law and Economics

Section 001 Information


Eric Talley portrait Eric Talley Isidor and Seville Sulzbacher Professor of Law

Section Description

This course brings a multi-dimensional approach to the practice of mergers and acquisitions law. The goal is to help you understand the economic logic of acquisitions as well as the legal framework, in service of an overall objective of helping you engage deeply with the strategic and tactical considerations that drive mergers and acquisitions practice.

The course begins with a review of the various motives for acquisitions, for example, 'synergy gains' from more efficient production or the displacement of inefficient management, accounting or tax stratagems, or, perhaps, transfers from stakeholders such as employees. Each explanation is then evaluated for its consistency with both capital market policy goals and empirical evidence.

The course then shifts to a transactional perspective and considers the alternative acquisition techniques that corporate law affords, the legal regulation of these alternative techniques, and the planning considerations that bear on the choice among those techniques. Detailed consideration will be given to Delaware's development of legal rules that govern target defensive measures and the bidder tactics that have evolved in response. In a less detailed way the course will also address various accounting, securities law, and tax considerations affecting mergers and acquisition practice. International comparative perspectives will also be brought to bear. You will become familiar with many important capital market actors, such as private equity firms and arbitrageurs.

Corporations is strongly recommended. For 2Ls or 3Ls, Corporations is a pre- or co-requisite. For LLMs, Corporations is a pre- or co-requisite except on petition to the instructor based on prior coursework in or demonstrated significant prior experience with Delaware corporate law.

There is a two part exam: a take-home followed by an in-class multiple choice exam focusing primarily on statutory and regulatory material.

School Year & Semester
Fall 2023
JGH 104
Class meets on
  • Monday
  • Tuesday
  • Wednesday
9:10 am - 10:30 am
Method of Evaluation
J.D Writing Credit?

Learning Outcomes

  • Students will gain familiarity with basic jargon and intuitions in corporate finance, including an introduction to methods used to evaluate and value acquisitions.
  • Students will gain familiarity with the US regulation of m&a activity, including state statutes and case law, and federal statutes and regulations.
  • Students will gain an appreciation of the interaction between economic incentives and legal constraints in shaping particular m&a transactions.
  • Students will increase their capacity for close reading of legal opinions, statutes, and regulations.

Course Limitations

Instructor Pre-requisites
Instructor Co-Requisites
Recommended Courses
Other business law classes helpful but not required (e.g., Antitrust, Securities, Tax, CorpFin)
Other Limitations

Other Sections of Advanced Corporate Law: Mergers and Acquisitions

Section 001

School Year & Semester

Spring 2024



JGH 102b


Class meets on
  • Tuesday
  • Thursday


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