Course Schedule and Catalog

Long Title: LEGAL ISSUES IN MERGERS & ACQUISITIONS

Department: Management

Grade Mode: Standard Letter

Course Type: Lecture

Credit Hours: 1.5

Description: This course will examine the deal from a legal perspective. The course will focus on what executives need to know to deal effectively with key legal issues in a transactional context and in general takeover defense. We will discuss contractual and strategic issues in structuring, negotiating, and protecting a deal. We will study deals between strategic partners as well as deals involving non-strategic investors such as private equity) and will address discrete issues arising in each scenario. We will also explore the role of the board of directors in negotiated and hostile transactions and in addressing issues of shareholder activism. In that regard, we will discuss the underlying tension between the duties and authority of the board pursuant to state corporate law, on one hand, and the individual interests of shareholders, on the other.