COURSE DESCRIPTION 2012 2013

Mergers and Acquisitions

Prof. Joseph Franco,

3 credits day; 3 credits evening. This course is an advanced corporate law course that attempts to develop students‘ understanding of legal analysis within the context of business transactions. The teaching style is primarily lecture-based with class participation. Students, however, will have two oral projects during the semester. In addition to these projects, grading will be based on a two-part final exam (a take-home essay distributed before the exam period begins and an exam period multiple-choice test). There will be several guest speakers during the semester and we will also incorporate analyses of actual business transactions outside the confines of the casebook. In the past, the course has involved significant reading. I have made an effort to reduce the amount of reading by switching to a more concise textbook. This course uses acquisition transactions, including mergers, as a vehicle for exploring the intersection between legal constraints and business planning in completing transactions. It attempts to apply corporate and related contract and securities law concepts in a well-defined deal context. The relevant legal constraints are examined within the business context of acquisition transactions. As a result, the course will give significant attention to the deal dynamics of acquisition transactions as well, including the motivation of the parties and the underlying interaction between, and bargaining strategies of, buyers and sellers. Completion of Corporations is a prerequisite (i.e. Corporations may not be taken concurrently). Completion or concurrent enrollment in Securities Regulation might be helpful but is not required.

Prerequisite: Corporations; Completion or concurrent enrollment in Securities Regulation might be helpful but is not required.

Elective Course

Meets Financial Services Concentration Requirements

Final Exam or Paper Required