LAW 0451: Business Mergers and Acquisitions
Fall 2020 • Section 21 • CRN 27665

Course Description

The course will prepare students seeking employment as business lawyers by exploring fundamental legal issues arising in mergers and acquisitions. It will include a review of basic state code provisions relating to mergers and acquisitions using provisions of the Delaware General Corporation Law ("DGCL"). The course will examine provisions of the DGCL authorizing mergers and acquisitions, evaluate instances when stockholder approval is required and assess issues arising in different deal structures and the various consequences of each, including tax issues relating to asset and stock deals and successor liability issues. Once students have a solid understanding of how deals are consummated under state law and the structural issues associated with various deal forms, the class will scrutinize certain drafting and negotiating issues arising in preliminary and final acquisition agreements and will analyze basic closing documents and study the role of business lawyers in acquisition transactions. The course also will cover fiduciary duties of board members relating to acquisitions including a board's power to thwart unwanted takeover attempts as well as a response to competing bidders.

Book List/Materials