Drafting and Negotiating Private Mergers and Acquisitions Transactions

3 credits · Law School

Focusing on the actual buyout of a privately-held business (for whom the Professor served as principal outside counsel) as a framework for classroom discussions, this course will provide students with a basic understanding of the issues and techniques relevant to the structuring and effectuation of private mergers and acquisitions (“M&A”) transactions, with particular focus on the negotiation and drafting of key corporate documentation utilized in these transactions. The purposes of this course are to: first, acquaint students who might be considering a career in the private transactional arena with the basic corporate documentation they will confront; second, help students develop their corporate drafting and negotiating skills; third, familiarize students with the various legal, regulatory, and other issues that confront business lawyers in the private transactional setting; fourth, introduce students to the role that financial advisors and legal specialists play in executing a private M&A transaction; fifth, discuss techniques that business lawyers utilize to help their clients realize their transactional objectives; sixth, acquaint students with large law firm practice and the role played by junior associates; and seventh, provide students with an opportunity to function as part of a team of lawyers. To this end, we will focus on basic corporate drafting techniques and customs, including examples of litigation arising from imprecise or flawed drafting; the various legal and regulatory issues confronting corporate counsel engaged in private M&A transactions; the role of financial advisors and other participants in private M&A transactions; techniques utilized by business lawyers to facilitate the process of successfully structuring, negotiating, and completing private M&A transactions; and an analysis of the structure and key provisions of various corporate documentation utilized in connection with private M&A transactions. In addition, the students, divided into Teams (think of them as mini-law firms), will demonstrate what they have learned through submission of two projects: (1) during the course of the semester, a letter of intent for a hypothetical private M&A transaction, and (2) at the end of the semester, a purchase and sale agreement documenting a hypothetical private M&A transaction. Detailed feedback and an overall evaluation will be provided on both assignments. This course will meet on Monday and Tuesday afternoons for seven weeks over the course of the semester. Prerequisite: LAW 7114 Corporations or LAW 7116 Corporations and Business Entities. Enrollment is not limited and is open to 2Ls and 3Ls and LLMs (including students who have taken short courses offered by the Professor in previous semesters). This course will qualify for skills credits. [3]