Utilizing the actual buyout of a privately-held business (for which one of the professors served as lead counsel for the [seller] [buyer]) as a framework for the classroom discussions, this course will explore the M&A transaction process from a business lawyer's perspective. The course will offer an in-depth explanation of the legal principles, regulatory considerations, transaction documentation, and practice techniques that impact today's complex business transactions. We also will discuss how the business lawyer may effectively use his or her mastery of the legal issues and practice techniques to the client's advantage. Among the questions to be addressed are: what are the relevant substantive and procedural legal considerations for the transaction and how do they impact its structure and execution; how are legal issues and business objectives synthesized; how are legal and business risks identified and minimized through use of legal specialists, "due diligence" investigations, and careful drafting; how is the transaction negotiated, documented, and closed; what role do financial advisors play in the process; and how may business lawyers enhance the likelihood that their clients' business objectives will be realized? Enrollment limited.