Advanced Corporate Law: Control Changes and Challenges

While changes in corporate control often occur amicably through mergers and acquisitions, challenges to control can arise more aggressively through hostile takeovers and hedge fund activism. This course explores the practical, doctrinal, and theoretical dimensions of mergers and acquisitions, takeovers, and shareholder activism. To offer a comprehensive perspective, Professor Goshen will co-teach the course with the renowned practitioner Stephen Fraidin.

The goal is to provide a deep understanding of the business considerations driving both friendly and hostile acquisitions, as well as the state and federal regulations that govern changes and challenges to corporate control. By examining the strategic and tactical dynamics that shape acquisition practices and related litigation, the course builds on the foundational knowledge from the basic corporations course and equips students with the advanced tools needed to navigate this complex field with confidence.

Key topics include the diverse motivations behind acquisitions, leveraged buyouts and private equity transactions, deal structures and strategies, hostile takeovers and defensive tactics, third-party sales, deal protections, Special Purpose Acquisition Companies (SPACs), broken deals, freezeouts and going-private transactions, shareholder activism, and anti-activist defenses. Students will gain a transactional perspective on changes and challenges to corporate control, explore the legal techniques available under corporate law, and examine the regulatory and planning considerations that shape these decisions. Delaware law will serve as a central focus for state law discussions.