In this intensive short course, students will be exposed to the most important elements of a typical merger-and-acquisition transaction. The course will take an interactive, practical approach, and will center on a hypothetical M&A scenario, involving friendly "merger of equals," the consummation of which is endangered by the emergence of a hostile bidder. The real-world scenario will be used to illuminate the legal and practical context in which mergers and takeovers are negotiated and voted upon, the core contractual provisions of merger agreements, the interests of the various constituencies involved and the dynamics of balancing those interests, and the relevance of key legal principles to the strategic and tactical business decisions that must be made in the course of a fast-moving M&A transaction. Among the specific subjects to be covered will be: (1) deal structure and timing issues; (2) contractual provisions relating to merger consideration, including collars and walkaways; (3) deal protection lock-up measures, including termination fees, no-shop and no-talk clauses, and lock-out provisions; and (4) representations, warranties and covenants, including material adverse change ("MAC") clauses. At various times during the course, students will be asked to address these topics from the perspective of various players (e.g., the legal and business advisors to the target company, friendly merger partner, and hostile bidder, respectively) in the merger negotiation and litigation process. Enrollment limited. Pass/Fail.
Prerequisite: Corporations or Corporations and Business Entities or the equivalent
Note: The course is designed as a complement to, not a substitute for, the full-semester course on Mergers and Acquisitions, and concurrent enrollment in the full-semester Mergers and Acquisitions course or prior completion of the full-semester Mergers and Acquisitions course is helpful. Likewise, it is recommended, but not required, that students take Securities Regulation before or concurrently with this course.