Course Description:
An M&A lawyer fulfills multiple functions, acting as an advisor, planner, negotiator, investigator, and drafter, guiding the client through multiple legal hurdles involving corporate law and regulatory issues, tax, intellectual property and employment law. Moreover, he must be both a leader (shepherding multiple legal specialists) and a team player (working closely with accountants, investment bankers and management). This course will try to briefly capture a sense of all these aspects.
The class is intended as an introduction to mergers and acquisitions (M&A), and more specifically to the legal rules, the economic and the financial principles that shape M&A transactions. We will cover different types of acquisitions and corporate reorganizations. We will review various legal cases that have become important precedents in this field and analyze the tactics and strategies used in today’s M&A world. We will cover issues relevant to both Russian and international practice.
The class will involve lectures and class discussions.
Goals:
Upon completion of this course, the student should be able to recognise, diagnose and propose various forms of mergers and acquisitions; advise on preliminary corporate steps necessary for various forms of mergers and acquisitions; understand, review and draft basic merger/acquisition documents; prescribe, predict, and propose defenses against takeovers; and recognize basic pitfalls to mergers and acquisitions that arise in the Russian and international context.
Prerequisites:
This course assumes that most students are already generally familiar with corporate law. Most students should have taken the Business Organisations course, or an equivalent, before taking M&A.
Readings and Homework:
Students may be asked to read materials assigned before the classes in order to be prepared to discuss the issues raised in the assigned materials. There will be a mid-term paper and a final exam.
Grading System:
Class Participation – 10%
Mid-term Paper – 40%
Final Exam – 50%
Class Participation
Throughout this course, we will be using the Socratic method. Your contribution to the classroom discussion is an essential part of the learning process for all students. Regular attendance and active class participation are mandatory. Full credit will be given only for punctual (students must arrive not more than 10 minutes late to receive full credit), prepared and active participation in each class, and written assignments will not be offered as a substitute for a class participation grade. In addition, attendance of at least 75% of all class meetings is required.
Mid-term Paper
Halfway through the course, you will be asked to prepare a written paper in response to an exam-style question or questions that relate to the issues covered up to that point. In preparing your response, you will be permitted to use any materials and discuss issues with others in the class, but your paper must be your own work. No late papers will be accepted.
Final Exam
A three hour in-class final exam will be provided at the end of the course. The exam will be monitored by a proctor and will take place during the regular exam period.
Tentative Schedule of Classes (subject to change)
General Topic |
Class 1 |
Introduction to the Law of Mergers and Acquisitions, including Types of M&A |
Class 2 |
Letters of Intent, Confidentiality Agreements and Exclusivity Agreements |
Class 3 |
Due Diligence and Transaction Structuring |
Class 4 |
Negotiating and Drafting Share Purchase Agreements |
Class 5 |
Joint Ventures |
Class 6 |
Negotiating and Drafting Shareholders' Agreements |
No class |
|
Class 7 |
Signing and Completion Mechanics |
Class 8 |
Public M&A |
Class 9 |
Pricing Mechanisms and Valuation Techniques |
Class 10 |
Introduction to Tax Aspects of Mergers and Acquisitions |
Class 11 |
M&A Disputes |
Class 12 |
Wrap up and additional issues as needed |
Exam |
|
