This course teaches basic corporate acquisition planning. It emphasizes a transactional approach to many of the legal and business issues that arise in mergers and acquisitions, including corporate, tax, securities, regulatory and valuation considerations. Students will study federal and state laws governing M&A transactions, review actual deal documents and disclosure forms, and consider relevant legal, policy and business issues from the perspectives of the key players: target company, acquiring company, shareholders, management, employees and others. The course will introduce the standard structure and terms of a typical acquisition agreement. Students will then examine why deal provisions are drafted in certain ways, what alternatives might be considered and how specific provisions might subsequently be challenged.
