Fall 2007 - Mergers and Acquisitions
Course ID: 274J Unique # 28915 Credit Hours: 2 (Pass/Fail only)
10:30 am - 12:20 pm
This course is restricted to upper division students only.
This course is a practicum for the student who desires an in-depth understanding of the legal and financial framework for public and private mergers, acquisitions and divestitures. The course will examine the technical and practical issues in structuring, negotiating and consummating complex merger and acquisition transactions. We will address the following topics, among others, in the transaction context: structured and non-structured disclosure; legal and financial due diligence; valuing the target; private/contractual law v. public law; standard terms; transaction currency; liquidity; federal registration and exemptions, role of the SEC; minority investments; earn-outs; state law governance issues; and current regulatory issues.
Grades: Grades will be based on the participants' contributions to class discussions and on a series of short memoranda by participants addressing legal issues in the merger and acquisition context.
Course Prerequisites: Business Organizations or other basic course on corporate law; Securities Regulation.