Tuesday Nights 19:30-21:30, from September 21, 2010 through December 14, 2010. Exam administered the week of December 22-30.
Professor Patrick Brooks, Senior Associate, Squire Sanders & Dempsey, and various guest experts from law firms and industry.
Course Description:
This is a "master class" meaning that, while Professor Brooks is in charge of coordinating the course, various guest experts, brought from law firms and industry, may be giving several of the lectures.
The M&A lawyer fulfills multiple functions, acting as an advisor, a planner, a negotiator, an investigator, and a drafter; guiding the client through multiple legal hurdles involving corporate law and regulatory issues, tax, intellectual property, employment law, and anti-trust issues. Moreover, he must be both a leader (sheparding 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. We will discuss the common forms of acquiring interests in businesses, negotiations, agreements, defensive strategies to hostile takeovers, roles and duties of officers and directors, due diligence, and potential roadblocks. The course pays particular attention to achieving client goals through the drafting process. As this is an American program, we will touch on US regulation of M&As, but we will also cover issues relevant to Russian and international practice.
Goals:
Upon completion of this course, the student should be able to recognize, 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 takeover defenses; and recognize basic pitfalls to mergers and acquisitions that arise in the US, Russian and international contexts.
Prerequisites:
This course assumes that most students are already familiar with general corporate law in the US and Russia . Most students should have taken the Business Organizations course, or its equivalent, before taking M&A. Contract Drafting is also recommended as a prerequisite.
Readings and Homework:
Students will be expected to read ahead for each class. There will be a mid-term practical project, and a take-home final exam.
