S. Deals Litigation

This seminar introduces students to the tactical and strategic complexities of litigation arising from mergers and acquisitions. The course draws on recent decisions and transcript rulings from the Delaware and other courts; source materials such as merger agreements, tender offer documents, offer letters, and related documents; and briefs, pleadings, and other court filings. The introductory class sessions introduce the course and frame the doctrinal and procedural basics of deal litigation. Subsequent course meetings explore the litigator's role in the negotiation, structuring, and drafting of merger agreements; the complexities of advising deal lawyers on possible litigation outcomes in the face of doctrinal uncertainty; and litigation due diligence. The second half of the course canvasses the varieties of disputes that may emerge once an agreement is signed, working through four detailed case studies to illustrate paradigmatic takeover contest scenarios. During these case studies, students work in teams to design and test M& A litigation strategies. Students work with the professors to develop final paper topics related to the subjects discussed throughout the semester. The course also features visits by M&A litigation practitioners and jurists.