This course, co-taught by a corporate law professor (who is also a director) and a member of the Delaware Court of Chancery, will focus on the law affecting corporate mergers and acquisitions (including both third-party and going-private deals), and divestitures such as spin-offs and split-ups. Though state law will be heavily emphasized, it will also touch upon relevant parts of securities law, tax law, corporate finance theory, and laws affecting cross border M&A. The course will also deal substantially with merger agreements, considered as contracts, and with the business aspects of breakup plans. The course will have a practical bent and will address the real-world problems faced by parties contemplating, attempting, or resisting acquisitions and divestitures, as well as the policy dilemmas faced by courts called upon to assess such transactions. To further this goal, several key classes may involve the participation of leading practitioners.
Prerequisites: JD students should have already taken Corporations; LLM students should have had a comparable basic business organization course, or relevant background and experience, or should be contemporaneously taking the basic Corporations course; cross-registering Business School students (whom the co-teachers very much welcome) need not have taken Corporations; cross-registrants from other parts of Harvard should seek permission from Professor Clark.