Mergers and Acquisitions (LAW-711-001)
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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
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First Class Readings
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