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248.5 sec. 1 - Mergers & Acquisitions (Spring 2013)

Instructor: Eric Talley  (view instructor's teaching evaluations | profile)
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Units: 2
Meeting Time: M 8:00-9:50
Meeting Location: 132

Course Start: January 07, 2013
Course Control Number (Non-1Ls): 49754


This course introduces students to the fundamentals and critical topics in the law of mergers and acquisitions and the financial and transactional issues that they present. The principal focus of the course will be on the corporation law and securities regulations aspects of these transactions, the business incentives of the parties to the transactions, and the documentation and negotiation of the deals. Tax, anti-trust or compensation law issues will be addressed only incidentally.

Students will explore mergers and acquisitions transactions as attempts by the transaction parties to attain business goals and will learn how legal rules and documentation constrain and create opportunity for the parties’ ability to achieve their objectives. Guest instructors will provide the perspectives of lawyers and business principals in structuring, negotiating and completing successful transactions.

A significant component of the work will involving reviewing and analyzing deal documents. Students will analyze and learn to understand how core provisions of an acquisition agreement are negotiated to create value for and allocate risks among the parties. Students will be required to complete one drafting exercise (ungraded, but counting for participation points).

Prerequisites:
Students must have completed Business Associates. In addition, all students must have completed or concurrently enrolled in EITHER Securities Regulation or Antitrust. In rare cases the instructor may grant exceptions.

Exam Notes: TH
Course Category: Business Law
This course is cross-listed in the following categories:
Law and Economics
Negotiation and Dispute Resolution

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