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272.75 sec. 1 - Real World M&A (Spring 2014)

Instructor: Leo Strine  
Instructor: Richard Climan  (view instructor's profile)
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Units: 1
Meeting Time: Th 1:30-5:30 & F 10:30-4:00
Meeting Location: 141/141

Course Start: January 02, 2014
Course End: January 05, 2014
Course Control Number (Non-1Ls): 49841

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 associations 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 thus enrollment preference will be given to students who have already taken the Spring 2013 M & A class before taking this class.

We will allow limited enrollment from LLM students, but because LLM students likely will not have had the opportunity to take several preparatory courses (including the full-semester course in M & A), LLMs will be *required* to apply for the course. Interested LLMs should email Professor Eric Talley ( by November 12th with a 250 word statement of why they want to enroll in the course. Admitted students will be emailed by November 15th.

Class Dates and times: Thursday Jan 2nd 1:30-5:30pm, Friday Jan 3rd 10:30am-12:15pm and 2:00-4:00pm, Saturday Jan 4th 9:15am-1pm, Sunday Jan 5th 9:15am-12:15pm, 2014

For All Students: Business Associations (or equivalent).

For JD Students: Enrollment preferences for JD students will go to those who have already completed a full-semester M & A course.

For LLM Students: LLMs must apply for the course. See details above.

This course satisfies the Skills Requirement.

Exam Notes: F
Course Category: Business Law

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A reader will be used in this class.

Instructor has indicated that no books will be assigned.

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