Drafting and Negotiating Public Mergers and Acquisitions Transactions

3 credits · Law School

Focusing on the actual merger of a publicly-traded corporation (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 public mergers and acquisitions (“M&A”) transactions, with particular focus on the fiduciary duties facing public company directors and their legal counsel, as well as the negotiation and drafting 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 public 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 public transactional setting; fourth, introduce students to the role that financial advisors and legal specialists play in executing a public 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; fiduciary duty principles applicable in the public M&A environment; the various other legal and regulatory issues confronting corporate counsel engaged in public M&A transactions; the role of financial advisors and other participants in public 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 public M&A transactions. In addition, the students, divided into Teams (think of them as mini-law firms), will demonstrate what they have learned through the submission of two projects: (1) during the course of the semester, a non-disclosure agreement for a hypothetical public M&A transaction, and (2) at the end of the semester, a detailed analysis of the SEC-filed disclosure documents for an actual public M&A transaction, with particular focus on the related merger agreement. Detailed feedback and an overall evaluation will be provided on both assignments. Prerequisite: LAW 7114 Corporations or LAW 7116 Corporations and Business Entities. [3]