Advanced Corporate Law: Control Changes and Challenges

While changes in corporate control often take place in a friendly environment through mergers and acquisitions, challenges to corporate control occur in a hostile manner through takeovers and hedge fund activism. This course aims to explore the practical, doctrinal, and theoretical aspects of mergers and acquisitions, takeovers, and hedge fund activism. To achieve this multifaceted goal, Prof. Goshen will co-teach this course with the renowned practitioner, Stephen Fraidin.

The goal is to provide you with an understanding of the business considerations behind acquisitions, whether friendly or hostile, and the state and federal legal regulations governing changes and challenges to corporate control. By exposing the strategic and tactical considerations that drive acquisition practices and litigation, the course ultimately aims to equip you with the advanced knowledge needed to navigate these topics with confidence.

Key topics include the diverse motives for acquisitions, leveraged buyouts and private equity transactions, deal structures and considerations, hostile takeovers and defensive measures, third-party sales, deal protections, Special Purpose Acquisition Companies (SPACs), broken deals, freezeouts and going private, shareholder activism, and anti-activist defensive strategies. You will gain a transactional perspective on corporate control changes and challenges, explore alternative techniques offered by corporate law, and understand the legal regulations and planning considerations that influence these choices. Delaware law will be a focal point for state law discussions.