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248.5 sec. 1 - Mergers & Acquisitions (Spring 2012)

Instructor: Eric Talley  (view instructor's teaching evaluations | profile)
Instructor: Ken Taymor  (view instructor's profile)
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Units: 2
Meeting Time: W 3:35-5:25
Meeting Location: 132

Course Start: January 11, 2012
Course Control Number (Non-1Ls): 51194


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 substantial portion of the coursework will include reviewing, analyzing and drafting 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.

Prerequisites:
Business Associations. In addition, students must take both Securities Regulation and Antitrust either before registering or contemporaneously with Mergers and Acquisitions.

Exam Notes: P+
Course Category: Business Law

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