This course will provide both legal and practical information for any student interested in learning the ins and outs of a negotiated public company merger transaction. The course will focus on a step-by -step analysis of an actual negotiated public company merger transaction from start to finish, including advising directors concerning their fiduciary duties; options for structuring the transaction (including rudimentary tax aspects); retention and role of the financial advisor; negotiation and preparation of preliminary agreements; conducting an auction; analysis, preparation and negotiation of the merger agreement; SEC disclosure obligations and issues; obtaining stockholder approval; obtaining other regulatory approvals and clearances; and closing the transaction. Students will be graded on the basis of their in-class participation and their performance on drafting exercises and/or a written final exam. Enrollment Limited.
Prerequisite: Prerequisite: Corporations or Corporations and Business Entities. Mergers & Acquisitions or Mergers and Acquisitions short courses helpful, but not required.