Seminar on Mergers and Acquisitions

Catalog description

The focus of this course is developing the lawyering skills required by an attorney advising a client who is selling or acquiring a business. Individual drafting exercises, as well as strategy discussions and negotiations by student teams acting as counsel to the buyer or seller, will be interspersed with lectures on the business acquisition process and analysis of selected publicly available documentation of actual acquisition transactions. The typical chronology of an acquisition: negotiation by the buyer and the seller of the basic terms of the deal including selection of structure (sale of stock or assets; merger); drafting and negotiation of a term sheet or letter of intent; due diligence investigation; drafting and negotiation of the definitive acquisition agreement; handling of problems encountered between the execution of the agreement and the closing of the acquisition; and the closing.