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15.617

Deals, Finance, and the Law

3-0-6 units · Graduate

Addresses law-sensitive issues arising in the overlapping contexts of complex deals and financial services and products. Covers financial services regulation, employment and job changes, and civil and criminal accountability. Develops managerial skills for handling law-sensitive situations at individual and organizational levels. Meets with 15.6171 when offered concurrently. Expectations and evaluation criteria differ for students taking graduate version; consult syllabus or instructor for specific details.

Spring 2004 · The Law of Corporate Finance and Financial Markets

Topics

  • The Law of Duties (cont.)
  • The Hard Edge of Regulation
  • Contracts
  • Contracts (cont.)
  • Module I Wrap-up
  • Forms of Doing Business - An Introduction
  • Antitrust
  • Wrap-up

Readings

  • Students should purchase: Bagley, Constance E., and Craig E. Dauchy. The Entrepreneur’s Guide to Business Law . 2nd ed. South-Western College Publishing, 2002. ISBN: 0324042914. We will read most of this book. There will also be a course-reader available at the MIT copy center later in the semester.
    Listed reading
  • The textbook for this course (referred to below as “Bagley”) is: Bagley, Constance, E., and Craig E. Dauchy. The Entrepreneur’s Guide to Business Law . 2nd ed. South-Western College Publishing, 2002. ISBN: 0324042914.
    Listed reading
  • Mills Acquisition Co. v. Macmillan, Inc ., 559 A.2d 1261, 1287-88 (Del. 1989). (Conflicts of interest in a management buy-out)
    Listed reading
  • Wickline v. State of California , 192 Cal. App. 3d 1630, 239 Cal. Rptr. 810 (Ct. App. 1986). (Early case on liability of an HMO for poor medical care; raises issues of accountability for professional judgments in the context of an innovative business model)
    Listed reading
  • Bagley. Chapter 8 (“Contracts and Leases”), pp. 176-191 (then skip “Electronic Contracts”) and 193-210 (stop before “Promissory Estoppel”).
    Listed reading
  • Texaco, Inc. v. Pennzoil Co., 784 F.2d 1133, 1154 (2d Cir. 1986). (Formation of contract to purchase a company)
    Listed reading
  • IBP, Inc. v. Tyson Foods, Inc., 789 A.2d 14 (Del. Ch. Ct 2001). (Interpretation of material adverse effect clause in merger agreement)
    Listed reading
  • Filanto, SPA v. Chilewich Int’l Corp., 984 F.2d 58, 60 (2d Cir. 1993). (Dispute over inclusion of arbitration term)
    Listed reading
  • Transatlantic Financing Corp. v. United States, 363 F.2d 312 (D.C. Cir. 1966). (Allocating risk)
    Listed reading
  • Delchi Carrier SpA v. Rotorex Corp., 71 F.3d 1024, 1027-28 (2d Cir. 1995). (Damages)
    Listed reading
  • The general background for this module is Bagley. Chapter 16 (“Buying and Selling a Business”) except skip the sections on “Securities Law Requirements” (pp. 611-617), “Putting it into practice” (pp. 640-645), and the “Sample Term Sheet” (pp. 646-648).
    Listed reading
  • Ball, Corinne. “Advising the Board of Directors in Mergers and Acquisitions.” Review of Securities and Commodities Regulation 31, no. 7. Sections IV and V.
    Listed reading
  • Libby, Gerold. “Joint Ventures: Definitions and Legal Issues.” In Joint Ventures in the International Arena . Edited by Darell Prescott, and Salli Swartz. American Bar Association, 2002.
    Listed reading
  • Barrett, John. “Joint Venture Governance.” In Joint Ventures in the International Arena. Edited by Darell Prescott, and Salli Swartz. American Bar Association, 2002.
    Listed reading
  • LEC #: 13 · TOPICS: Forms of Doing Business - An Introduction · READINGS: Bagley. “Deciding Whether to Incorporate.” Chapter 4, pp. 49-70.
    Reading assignment
  • Foley Hoag Securities Law Updates (Each article is available at the Web site of Foley Hoag LLP ): ↗
    Listed reading
  • “The Sarbanes-Oxley Act of 2002.” 1 August 2002.
    Listed reading
  • “SEC Issues Final Rules on Code of Ethics.” 28 February 2003.
    Listed reading
  • “SEC Adopts Rules to Prohibit Improper Influence of Auditors.” 13 June 2003.
    Listed reading
  • “New SEC Rules Oblige Attorneys to Report Material Violations ‘Up the Ladder’.” 30 June 2003.
    Listed reading
  • “Sarbanes-Oxley Compliance Update - What to Focus on in the Upcoming Reporting Season.” 31 December 2003.
    Listed reading
  • Bagley. “Creditors’ Rights and Bankruptcy.” Chapter 12, pp. 384-398.
    Listed reading
  • Roever, W. A. “The Joys of Securitization: Understanding Securitization and Its Appeal.” In Issuer Perspectives on Securitization. Edited by F. Fabozzi. Newhope, PA: Fabozzi and Associates, 1998, pp. 1-16.
    Listed reading
  • Vujovich, Dian. “Hedge Funds.” Dian’s Fund Freebies, 7 January 2001 Available at Dian’s Fund Freebies . ↗
    Listed reading
  • Borla, Simone, and Denis Masetti. “Hedge Funds and Alternative Investments in Europe.” Chapter 1 in Hedge Funds. Wiley, 2003, pp. 1-17. ISBN: 0470850957. (Note: This chapter title is misleading - some later parts of the book focus on Europe, but this introductory chapter is an overview of the hedge fund industry generally.)
    Listed reading
  • Oesterle, Dale A. “Antitrust Legislation on Acquisitions.” Chapter 13 in Mergers and Acquisitions in a Nutshell. West Publishing, 2001, pp. 273-9. ISBN: 0314253157.
    Listed reading

Prerequisites & course information

Prereq: None G (Spring) Not offered regularly; consult department 3-0-6 units Credit cannot also be received for 15.6171

Sources