Mergers & Acquisitions Seminar (LAW-711-001)
Assessment:In-class final exam with essay questions. Open book, limited to class materials and student notes. Class participation.
Focuses on both the state corporate and federal securities law aspects of negotiated and hostile transactions resulting in a change of corporate control, including merger transactions, contested proxy solicitations, tender offers (both third party and issuer), and going private transactions. Examines the federal regulatory requirements governing disclosure of large ownership positions, as well as the corresponding tactical and strategic considerations associated with structuring domestic business combinations. The Seminar also examines the fiduciary duties of the board of directors when considering a change of control transaction, including the adoption of defensive provisions to protect the corporate enterprise.
No paper is required or expected, and the Seminar will not fulfill a student's legal writing requirement.
Prerequisites: Corporations and Securities Regulation
Textbooks and Other Materials
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1. Either (a) Coffee & Seligman, Selected Statutes, Rules and Forms under the Federal Securities Laws, 2015 Edition, Foundation Press (or 2016 Edition, if available) ("C&S"); or (b) any other current compilation of the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. Note: Whatever securities law compilation you use must contain SEC Regulation M-A.
2. The course materials uploaded by the Law School, with copies available through the Faculty Secretariat.
3. Photocopy sets of assigned reading materials distributed during semester.
First Class Readings
Not available at this time.
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