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272.75 sec. 1 - Real World M&A (Spring 2013)
Instructor: Richard Climan (view instructor's profile)
Instructor: Leo Strine
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Meeting Time: ThF 10:30-12:30 2:00-4:00 S 9:15-1:00 Sn 9:15-11:00
Meeting Location: 132
Course Start: January 03, 2013
Course End: January 06, 2013
Course Control Number (Non-1Ls): 49925
Please note this course takes place before the start of regular instruction. The course will meet in room 132 Thursday 1/3 10:30am to 12:15pm and 2:00pm to 4:00pm, Friday 1/4 10:30am to 12:15 pm and 2:00pm to 4:00pm, Saturday 1/5 9:15am to 1:00pm, and Sunday 1/6 9:15am to 11:00am. The final exam for the course will be on 1/11 from 1-3pm in room #140. Students unable to make the exam due to a conflict with another class must contact Student Services to make alternative arrangements.
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. This 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: (i) deal structure and timing issues; (ii) contractual provisions relating to merger consideration, including collars and walkaways; (iii) deal protection lock-up measures, including termination fees, no-shop and no-talk clauses, and lock-out provisions; and (iv) representations, warranties, conditions, 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.
The course will be taught by a highly experienced M & A practitioner and a member of the Delaware Court of Chancery. As prerequisite to the class, students must have taken corporations or business organizations or the equivalent. Securities regulation would be helpful, but is not a prerequisite. The course is designed as a complement, not a substitute, to a full-semester course on M & A, and students would be well served to have taken a full-semester M & A before taking this class.
Completion of Business Associations required, Securities Regulation recommended
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Instructor has indicated that no books will be assigned.