Mergers & Acquisitions

Catalog description

Elective Course Mergers & Acquisitions provides an experiential introduction to the practice of mergers and acquisitions. It is designed to provide a basic understanding of corporate mergers, asset purchases and share purchases and to provide students the requisite skill set to manage the complexities of the transaction process as a young attorney. This experiential course draws heavily upon real world drafting and negotiation scenarios wherein students apply risk analysis to actual scenarios likely to be encountered by law firm associates in the context of an M&A transaction. Topics covered will include, without limitation: (i) the structures commonly employed in M&A transactions and the factors affecting the choice of deal structure; (ii) preliminary transaction matters including letters of intent and; (iii) the various roles played by the parties involved; (iv) the due diligence review process and related considerations; (v) the structure of a typical acquisition agreement and the substance of the major provisions therein; (vi) techniques for effective drafting, revision and negotiation of the acquisition agreement and various ancillary agreements; (vii) closing mechanics and related considerations; and (viii) key and emerging legal issues in transactional practice. The course will cover these essential concepts in a sequential order that simulates the M&A process and will include both practical exercises and guest speakers who have a wide variety of M&A experience.