Anatomy of a Merger (30219). 3 units. Anatomy of a Merger is an advanced M&A seminar, based on an extensive thirteen-week hypothetical which details the strategy, tactics and negotiations involved in a company’s saga as it is subjected to an activist investor campaign, a full-scale proxy contest and an attempted sale to a CEO-selected private equity firm, which at the board’s insistence is abandoned in favor of a controlled auction. Following the auction, a defeated bidder re-emerges and jumps the deal, leading to yet another bidding contest. The hypothetical contains detailed dialogue among company management, its legal and financial advisers and various third-party bidding teams (including several chapters devoted to the essentials in drafting and negotiating a merger agreement). Litigators also get their day in the sun. M&A partners at major NYC law firms co-teach many of the sessions, and an investment banker leads a session on the role of the financial adviser, valuation metrics and methodologies and deal tactics and strategy. Each episode has accompanying readings in relevant (and sometimes changing) Delaware case law and related articles.Prerequisite: Business Organizations. Enrollment limited to fifteen. Permission of the instructor required. Self-scheduled examination. C. Nathan.
Note: The class meeting time has been adjusted to accommodate Professor Nathan's travel schedule. One additional class will be arranged, but Professor Nathan will discuss the options for this make-up class once the class roster is final.
Note: Class attendance is required, and specifically that you must attend the first class meeting to hold your place in the class. In addition, Professor Nathan is modifying the no-drop policy to ask accepted students to confirm before the beginning of the term that they understand that the class cannot be dropped once classes begin and that they are committed to staying in the class.
Course Selection Information: In addition to listing this course among experiential course selections, students should submit a CV by June 23 at 4:30 p.m. Listing this course among experiential course selections constitutes authorization for the Registrar's Office to release an unofficial copy of the student's Law transcript to the instructor.
SLB - 108 (Wed) Grade mode: graded CRN: 10163
Exam: 12/12/2016 - 12/21/2016 Questions available online Name or Id: Id Length: 8 hour(s)
Notes: Use your Exam ID.