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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