Getting the Deal Done: M&A, Antitrust Risk Sharing, and HSR

1 unit

This course focuses on the intersection of antitrust or corporate law. The course is designed to introduce the basic concepts of M&A (mergers & acquisition) negotiations, with an emphasis on the antitrust principles that every corporate attorney should know. It's imperative that the deal formation team considers and accounts for antitrust risks because once the key terms of a deal are agreed upon and the deal is announced, antitrust enforcers can step in and derail a planned merger. We will discuss best practices for M&A negotiations, including questions that junior associates are likely to encounter regarding timing, financing, disclosures, antitrust provisions, information sharing, and gun jumping. This course will consider key antitrust concepts that will enable students to spot antitrust risks and account for them during negotiations. Students will also examine tactics to avoid antitrust issues from the start by instituting document creation guidelines, drafting clean team agreements, evaluating whether pre-merger notification is required under the Hart-Scott-Rodino Act (HSR), and drafting HSR compliant filings. Students will be graded based on a take-home exam that asks them to evaluate the relevant issues facing the parties in a hypothetical proposed merger.