Mergers and Acquisitions

This course will provide a general overview of legal aspects of corporate mergers and acquisitions with an emphasis on public company transactions. The course will focus primarily on mergers and share exchanges and will consider the relevant issues of law from the perspectives of the target company, the acquiring company, the shareholders, and the board of directors. It will also examine the pre-merger "due diligence" process and will provide insight regarding the drafting of acquisition agreements. In addition, the course will deal with legal standards on the use of anti-takeover defenses such as "poison pills", as well as federal securities regulation of public companies in a mergers and acquisitions context. Finally, the course will address some of the issues of professional and fiduciary responsibility that arise in connection with mergers and acquisitions. Subject to availability, guest lectures by a public company CEO and/or investment banker have been arranged in the past. A recently announced acquisition transaction will be used as a case study which will be supplemented by case law readings.