Section Description Provided by Instructor
Admission is by permission of the instructor. The seminar is limited to 15 students. Successful completion of Corporations is a requirement.To apply for admission, please send a statement of interest, a CV and a current CLS grade transcript to: [email protected] by November 24, 2018. Students must attend the first class to be considered for admission.
The class will explore major aspects of M&A transactional practice and emphasize the inter-action of judge-made Delaware corporate law and M&A deal structuring and execution. The class is based on an extensive hypothetical that traces the fortunes of a public company which finds itself the target of an activist shareholder campaign and progresses through a proxy contest, an attempted pre-emptive going private proposal by a private equity sponsor, formation of a committee of independent directors to deal with management's conflicts of interest, a controlled auction that results in the negotiation of a merger agreement with the winner of the auction, followed by a Go-Shop period during which a competing bidder emerges with a rival acquisition proposal which is eventually fended off by an increased bid by the auction winner, accompanied by litigation by and against both bidders and the company.
While the course focuses on transactional strategy and tactics, it does not utilize transactional documentation as its mainspring. Rather, it depends on the narrative of the deal contained in the 13 part hypothetical and a reading of the principal Delaware cases that shape M&A deal-making, as well as on commentary by practicing senior M&A lawyers who attend as guest lecturers. Use of a deal hypothetical not only provides continuity to the course discussion, but also provides insights into the extent to which personalities influence the realities of M&A transactional planning and execution, sometimes for the better and sometimes for the worse.
There is an open book exam which accounts for approximately 67% of a student's evaluation. Class participation will be a 33% factor in grade evaluation. At each class, several students will be asked to lead discussion of a specified topic that will be designated during the week prior to class, with the goal of having each student lead a topic discussion 3 times during the semester.
Goals: 1. A sophisticated appreciation of the role/importance of M&A tactics and strategy
2. An understanding of the critical importance of Delaware case law to a successful M&A law practice.
3. An understanding of critical steps in M&A deal making