Advanced Corporate Law: Mergers and Acquisitions

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. 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. The course will also touch on various accounting, antitrust, securities law, and tax considerations affecting mergers and acquisition practice. You will become familiar with many important capital market actors, such as private equity firms and arbitrageurs.

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 or special experience.