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Seminar in Law

Units arranged · Graduate

Group study of current topics related to law.

Spring 2003 · The Law of Mergers and Acquisitions

Topics

  • An Overview of Key Players, their Legal Responsibilities and Early Roles
  • Tax Considerations in Deal Structures
  • Putting the Deal Together
  • Employment Law: The Perspectives of Key Employees and of the Corporation as an Employer
  • LBOs and the Perspective of Financial Sponsors
  • Intellectual Property as an Asset; Selling and Buying the Hi-tech Start-up
  • The Legal Liability of Managers and Board Members
  • Antitrust Concerns and Regulatory Clearance
  • The Distressed Company
  • Some Complex Deal Terms (including issues that arise in the purchase of a publicly-held company)
  • Wrap-up

Readings

  • Oesterle, Dale. Mergers and Acquisitions in a Nutshell. West Group, 2001. Almost all of Oesterle will be assigned.
    Listed reading
  • Bagley, Constance, and Craig Dauchy. The Entrepreneur’s Guide to Business Law. West, 1998. About a third of Bagley will be assigned.
    Listed reading
  • Oesterle, Dale. Mergers and Acquisitions in a Nutshell. West Group, 2001. Most of Oesterle will be assigned.
    Listed reading
  • Oesterle, Nutshell. “The Basics of a Corporate Acquisition.” Chap. 1.
    Listed reading
  • Excerpts from Texaco v. Pennzoil , 729 S.W.2d 768; materials discussing deal that are pages 1-12 of the bound handout (OCW).
    Listed reading
  • Oesterle, Nutshell . “Federal Tax Treatment of Mergers, Acquisitions, and Reorganizations.” Chap. 8.
    Listed reading
  • Bagley, Entrepreneur’s Guide . “Leaving Your Employer.” Chap. 2 (pp. 9-28). (Skip “Putting It into Practice”)
    Listed reading
  • Oesterle, Nutshell . “The Target Board’s Power to Block Takeovers.” Chap. 9.
    Listed reading
  • Mills Acquisition Co. v. Macmillan, Inc. , 559 A.2d 1261 (OCW). ***
    Listed reading
  • Bagley, Entrepreneur’s Guide . “Intellectual Property and Cyberlaw.” Chap. 14 (pp. 487-551).
    Listed reading
  • Bagley, Entrepreneur’s Guide . “Going Public.” Chap. 17 (pp. 649-703).
    Listed reading
  • Oesterle, Nutshell . “Antitrust Legislation on Acquisitions.” Chap. 13 (pp. 273-279).
    Listed reading
  • Bagley, Entrepreneur’s Guide . “Creditors’ Rights and Bankruptcy.” Chap. 12 (pp. 384-430).
    Listed reading
  • Oesterle, Nutshell . “Successorship Issues: Assignments of Contract Rights and Successor Liability.” Chap. 5, but only sections 19, 20, and 21 (pp. 98-120).
    Listed reading
  • Oesterle, Nutshell . “The Target Board of Directors’ Power to Block Takeovers.” Chap. 9 (pp. 231-253).
    Listed reading
  • Akula. “Business Crime: What To Do When the Law Pursues You.” Sloan Management Review 41 , 3 (Spring 2000).
    Listed reading

Prerequisites & course information

Prereq: None G (Fall) Not offered regularly; consult department Units arranged Can be repeated for credit.

Sources