Mergers and Acquisitions

Catalog description

This course will treat, primarily from a practical perspective, significant legal aspects of business combination transactions. After a brief introduction to the key business and financial aspects of such transactions, major topics will include contractual issues in business combination agreements, fiduciary duties of directors and officers, state take-over statutes, federal regulation under the Williams Act and Regulation MA, proxy contests, and defensive tactics such as poison pills and lock-up agreements. Briefer treatment, as time permits, will be given to antitrust, accounting, and tax issues. Prerequisite(s): LAW 7060 . Recommended: LAW 7056 .