248.52 sec. 001 - M&A on the Ground: Hostiles, Proxy Fights and the M&A Ecosystem (Fall 2024)
Instructor: Steven Lipin (view instructor's teaching evaluations - degree students only)
View all teaching evaluations for this course - degree students only
Units: 1
Grading Designation: Credit Only
Mode of Instruction: In-Person
Meetings:
Th 6:25 PM - 8:25 PM
Location: Law 132
On 2024-10-24
F 10:00 AM - 12:15 PM
Location: Law 132
On 2024-10-25
F 3:10 PM - 5:15 PM
Location: Law 132
On 2024-11-01
F 10:00 AM - 12:15 PM
Location: Law 132
On 2024-11-01
Th 6:25 PM - 8:25 PM
Location: Law 132
On 2024-10-31
F 3:10 PM - 5:15 PM
Location: Law 132
On 2024-10-25
Course End: November 01, 2024
Class Number: 32225
Enrollment info:
Enrolled: 13
Waitlisted: 0
Enroll Limit: 60
As of: 05/07 11:57 PM
This course is taught by two long-time M&A practitioners through the lens of active dealmaking. Dan Burch runs Mackenzie Partners, one of the top proxy solicitation firms in the business. Steve Lipin runs Gladstone Place Partners, a strategic public relations/investor relations firm specializing in financial transactions, and earlier in his career covered M&A at The Wall Street Journal.
This lively and entertaining class will give students a real-world perspective on hostile takeovers, offense and defense, activist proxy fights, the marketing of an M&A deal once concocted by bankers, and the rise of SPACS as an M&A alternative to IPOS.
The class will attempt to look at examples through the prism of both offense and defense, and include the financial, legal, investor relations, and communications strategies each side deploys.
This class will lean heavily on case studies of deals and contested transactions, some of which Dan and Steve worked on, and the class will include guest speakers who are part of the M&A ecosystem, which includes media, bankers, arbitrageurs, shareholder activists, PR/IR firms and others. Becoming aware of this ecosystem now will make you a better deal lawyer later.
Case studies include:
InBev's hostile bid for Anheuser-Busch
Elon Musk's bid for Twitter
The Walt Disney's defense against Nelson Peltz
The Rise and Fall of SPACs
The IPO of Lucid Motors
Berkeley Law Learning Outcomes:
• Put context around doctrinal analysis
• How corporate law interacts with corporate transaction work
Learning Outcomes:
• Prepare students to work on M&A transactions.
• Understand the full M&A ecosystem, the value other deal advisors provide, and their role in a transaction
• Better flavor for the investor-relations/financial storytelling aspect of deal-making
• Become familiar with the cadence of deals
About Steve
Steve is CEO/Founder, Gladstone Place Partners a communications advisory firm, and a trusted advisor to CEOs and CCOs, management teams and boards. Gladstone founded Oct 2017. Clients include AB InBev, Apollo, Citi, Pfizer, IBM and others.
Senior Partner, US, Brunswick Group, 2001-2017, built Brunswick’s U.S. presence over 16 years,
Finance Editor, The Wall Street Journal, 2000-2001
M&A Reporter, The Wall Street Journal, 1995-2000, Banking reporter 2001-2004
Nominated for Pulitzer at the Journal
Board member Columbia Journalism Review, Knight Bagehot Fellowship at Columbia University’s Graduate School of Journalism, and Youth Inc., a New York non-profit
Married with three children, one of whom is in the JSP program and other who graduated law school.
We also have special academic rules for these condensed courses:
- Students must attend each course session and cannot attend any course session remotely (even for illness or emergency situations).
- The Registrar’s Office will drop a student who does not attend each course session.
Due to the condensed nature of this course, in-person attendance at all course sessions is mandatory. Absences cannot be excused for any reason, including illness or emergencies. The Registrar’s Office will drop any student who misses a session.
Attendance at the first class is mandatory for all currently enrolled and waitlisted students; any currently enrolled or waitlisted students who are not present on the first day of class (without prior permission of the instructor) will be dropped. The instructor will continue to take attendance throughout the add/drop period and anyone who moves off the waitlist into the class must continue to attend or have prior permission of the instructor in order not to be dropped.
Prerequisites:
No requirements, corporate law, corporate finance, helpful.
Exam Notes: (P) Final paper
Course Category: Business Law
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Readers:
No reader.
Books:
Instructor has indicated that no books will be assigned.