This course brings a multi-dimensional approach to the practice of mergers and acquisitions law. The goal is help students understand the economic logic of acquisitions as well as the legal framework, in service of an overall objective of helping student engage deeply with the strategic and tactical considerations that drive mergers and acquisitions practice.
The course begins with a review of the various motives for acquisitions, for example, “synergy gains” from more efficient production or the displacement of inefficient management, accounting or tax stratagems, or, perhaps, transfers from stakeholders such as employees. Each explanation is then evaluated for its consistency with both capital market theory and empirical evidence.
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 that govern target defensive 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 acquisition practice. International comparative perspectives will also be brought to bear. Students will become familiar with many important capital market actors, such as private equity firms and arbitrageurs.
Corporations is strongly recommended. For 2Ls or 3Ls, 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.