Details

The course focuses on the structuring, negotiation and documentation of business combinations and acquisitions and dispositions of corporate entities and assets. Since the acquisition of a business involves virtually every area of commercial law, the documents involving a business acquisition will serve as the basic working documents for the course. The course will examine transactions from the opposing parties? viewpoints (e.g., buyer-seller, employer-employee, lender-borrower) and consider the various demands and negotiation focus of each. Students will have the opportunity to draft and negotiate based on actual transactions. The course is intended to present a practitioner?s approach to merger and acquisition transactions from confidentiality agreement to final documentation. Method of evaluation: grading will be based on class participation, written assignments and attendance. Prerequisites: Corporations or business associations. Other helpful courses. Antitrust law, contract drafting and securities regulation are helpful but not required. Graduation writing assignments: Drafting assignments and other written work do not meet any of the Law School?s graduation writing requirements For Mr. Lutz: This course will examine merger and acquisition transactions from the perspective of the practicing attorney. Relevant legal considerations will be considered and discussed, but the emphasis will be on the real-world issues encountered by the practicing business lawyer. Professor Lutz was involved in literally hundreds of mergers and acquisition transactions during his more than twenty-year career as a senior partner at Kirkland & Ellis, and intends to bring his experiences and perspectives to the classroom. There will be a casebook for the course, but it is anticipated that it will be used to a much lesser extent than in similar courses. Topics covered will include the rationale for mergers and acquisition transactions (from both seller and buyer perspectives), deal process, the three basic types of merger transactions (private, public and division or subsidiary of Bigco), state statues and entity formalities, fiduciary duties, federal securities and antitrust regulation, deal documentation, tax and accounting issues, the role of associates in these transactions, financial (leveraged acquisition) and strategic buyers, negotiating strategies and techniques, and closing issues. A significant portion of the class will be spent examining documentation from the various types of deals. The course will be geared toward the student intending to practice transactional law, but should also be relevant for any law or business student wanting a better understanding of mergers & acquisitions practice and strategy. It should be noted that this will be the first time that Professor Lutz has taught this particular course. It is anticipated that there will be a somewhat less predictable structure for the course than other courses. Evaluation: Students will be evaluated primarily by classroom contribution and performance on a final exam. Teaching method: Lecture and discussion Text: Osterle, The Law of Mergers and Acquisitions Prerequisites: Business Associations or Corporations is strongly recommended