How M&A Gets Done

3 credits · Law School

This course provides students with a broad understanding of how M&A transactions are structured, valued, and executed from the perspective of an experienced deal professional. The course emphasizes the economic and process drivers of M&A transactions. Students will study how lawyers, investment bankers, accountants, in-house M&A teams, and corporate boards interact in structuring transactions and navigating the sale process, from the perspective of both target companies and acquiring companies. In addition to covering the legal and mechanical framework that governs these deals, students will learn: (i) target company valuation, (ii) negotiations, (iii) tax efficient disposition methods, (iv) how acquisitions are judged by the acquiring company’s shareholders, (v) banker fairness opinions and (vi) leveraged buy-outs. From time-to-time students will be asked to use AI in their class preparation to help understand the benefits and burdens of using such tools. Prerequisites: Prior to enrolling in this course, students should take Corporations [LAW 7114 or 7116] and one of the following mergers and acquisitions courses [LAW 8138, 8055, or 8056], or obtain permission from the instructor. Enrollment limited. [3]