Details

Mergers and Acquisitions

This course will examine the nature and structure of corporate merger and acquisition transactions, and the statutes, regulations and case law that govern them. We will review basic types of transaction structures and the distinctive characteristics of each. We will discuss the duties of Boards of Directors in evaluating these types of transactions. The class will examine both stock and asset acquisitions as well as mergers and certain other types of multi-party reorganizations. Topics covered will include the business judgment rule, duties of officers and directors, shareholder rights, leveraged and management buyouts, proxy contests, tender offers, freezeout mergers, securities regulation issues, and antitrust analysis of mergers and acquisitions. We will work with proxy statements and fairness opinions from actual transactions in our examination of the application of these concepts, and guest lecturers will include investment bankers and inside counsel who work on these types of transactions. A background in basic corporation law is assumed, and prior course work in securities law is also helpful. Evaluation: Students will be evaluated based on (1) their performance on a written final exam, and (2) their participation in class discussions. Teaching Method: Lecture and discussion. Text: Gilson and Black, The Law and Finance of Corporate Acquisitions (2d ed 1995 and latest supplement), also Bainbridge Klein Ramseyer Corporation Statutes (paperback) Prerequisites: Business Associations or Corporations (KSM) is strongly recommended


Catalog Number: BUSCOM 638
Practice Areas: Business, Corporate,Trans Area
Additional Course Information: Business Concentration Elective


Course History

Spring 2014
Title: Mergers and Acquisitions
Faculty: Reed, Stephen F. (courses  |  homepage)
Section: 2     Credits: 3.0
Capacity: 65     Actual: 65



Spring 2014
Title: Mergers and Acquisitions
Faculty: Fiebig, Andre (courses  |  homepage)
Section: 1     Credits:
Capacity: 65     Actual: 64



Fall 2013
Title: Mergers and Acquisitions
Faculty: Lutz, Karl E. (courses  |  homepage)
Section: 1     Credits: 3.0
Capacity: 65     Actual: 63



Spring 2013
Title: Mergers and Acquisitions
Faculty: Reed, Stephen F. (courses  |  homepage)
Section: 2     Credits: 3.0
Capacity: 65     Actual: 0



Fall 2012
Title: Mergers and Acquisitions
Faculty: Lutz, Karl E. (courses  |  homepage)
Section: 1     Credits: 3.0
Capacity: 65     Actual: 64



Spring 2012
Title: Mergers and Acquisitions
Faculty: Black, Bernard (courses  |  homepage)
Section: 1     Type: Lecture     Credits: 3.0
Capacity: 65     Actual: 0



Fall 2011
Title: Mergers and Acquisitions
Faculty: Fiebig, Andre (courses  |  homepage)
Section: 1     Type: Lecture     Credits: 3.0
Capacity: 65     Actual: 24



Fall 2011
Title: Mergers and Acquisitions
Faculty: Lutz, Karl E. (courses  |  homepage)
Section: 2     Type: Lecture     Credits: 3.0
Capacity: 65     Actual: 64



Spring 2011
Title: Mergers and Acquisitions
Faculty: Lutz, Karl E. (courses  |  homepage)
Section: 1     Type: Lecture     Credits: 3.0
Capacity: 65     Actual: 63



Spring 2011
Title: Mergers and Acquisitions
Faculty: Fiebig, Andre (courses  |  homepage)
Section: 2     Type: Lecture     Credits: 3.0
Capacity: 65     Actual: 24



Fall 2010
Title: Mergers and Acquisitions
Faculty: Black, Bernard (courses  |  homepage)
Section: 1     Type: Lecture     Credits: 3.0
Capacity: 65     Actual: 53