Course Description



 No Prerequisite

 This course surveys the law and practice governing mergers, acquisitions, consolidations, and other business combinations. We will cover transactions ranging from the sale of small, privately held companies to the merger of large public corporations. The following subject-matter areas will be covered: due diligence and initial structuring of the transaction, including tax, anti-trust, corporate governance, contractual and other considerations relevant to the initial analysis of the deal; mechanics of the transaction, including the difference between mergers, stock sales, and asset sales, and a review of common contractual frameworks; fiduciary duties of directors; hostile takeovers, including antitakeover devices and statutes; legal frameworks relevant to individual representations and warranties, including intellectual property, contracts, labor, environmental, and tax; disclosure requirements arising from the securities laws and contractual practice; accounting issues, and post-sale issues such as the operation of indemnification provisions, covenants, purchase price adjustments and deferred consideration, and like issues. We will focus on domestic transactions but also study selected regulatory frameworks commonly involved in cross-border mergers, such as the European Merger Regulation, other European anti-trust concepts, and the evolving law applicable to “tax inversions.”