This course examines the phenomenon of corporate acquisitions from financial and transactional perspectives. It begins with a review of the various explanations offered for why acquisitions take place: for example, tax incentives, displacement of inefficient management, synergy, or transfers from stakeholders. Each explanation is then evaluated for its consistency with both capital market theory and empirical evidence evaluating acquisition results for acquirors and targets.
The course then shifts to a transactional perspective and considers the alternative acquisition techniques that corporate law affords, the legal regulation of these alternative techniques, and the planning considerations that bear on the choice among those techniques. Detailed consideration will be given to Delaware's development of legal rules to govern target defense measures and the bidder tactics that have evolved in response. In a less detailed way the course will also address various accounting, securities law, and tax considerations affecting mergers and acqusition practice. International comparative perspectives will also be brought to bear.
Corporations is strongly recommended. For 2Ls, Corporations is a pre- or co-requisite. For LLMs, Corporations is a pre- or co-requisite except on petition to the instructor based on prior coursework or special experience.
There is a two part exam: a take-home followed by an in-class multiple choice exam focusing primarily on statutory and regulatory material.