Corp Law & Hostile Acquisition

Catalog description

This is an advanced corporate law course focusing on state corporate law, corporate governance, the fiduciary duties of directors and the rights of stockholders in the context of hostile acquisitions. This course will emphasize the practical aspects of corporate law and will cover hostile acquisitions from a bidder’s perspective (which will include takeover approaches, takeover negotiations, takeover techniques, and the structuring and pricing of offers), hostile acquisitions from a target’s perspective (which will include advanced preparation, structural changes to reduce vulnerability, and responding to acquisition offers), proxy con-tests and stockholder activism. Business Enterprises is a prerequisite for 2L students and a pre-requisite or co-requisite for 3L students. The course will be taught by Michael Maimone who is an experienced corporate attorney and litigator who practices primarily in Delaware and New York.