Course Description:
This course will focus on the law affecting corporate mergers and acquisitions, with some time being devoted to spin-offs and split-ups. The course coverage will be principally: the history and theory of business combinations; an overview of deal structures, and the approval requirements involved in such structures; the process of due diligence and the role of the letter of intent and the acquisition agreement in such process; the target company’s board of director duties in reacting to takeover overtures; state takeover laws; shareholder conflicts, protection of minority shareholders, and dissenters/appraisal rights; application of the federal and state securities laws to business combinations and spin-offs; the Williams Act and public company proxy rules for acquisitions. The course will also include an exposure to merger agreements and an analysis of applicable provisions illustrating the problems facing the courts in deciding merger cases. Policy issues will be discussed to provide a foundation for understanding the applicable business combination statutes and cases. Prerequisites: 248 Business Organizations or 258 Securities Regulation.