Prerequisite: Corporations. For LLM students with the relevant background but who have not taken Corporations at HLS, contact Prof. Coates's assistant, Anna Kim Reilly (firstname.lastname@example.org) for permission to waive the requisite.
Exam type: In-class.
A merger or large acquisition is often the most significant event in the life of a firm, and can have dramatic consequences for all of a firm's constituencies--from shareholders, directors, and managers to employees, customers, and communities. The process through which mergers and acquisitions are evaluated, structured, and implemented is bound up with the law in many respects. The course covers contract, corporate, and securities law issues relevant to mergers and acquisitions of large companies, both public and private, including the Williams Act, proxy rules, state case law, and important forms of private ordering (such as letters of intent, poison pills, lockups, earn-outs and side agreements). It also touches on basics of antitrust procedure relevant to such transactions. The approach is practical rather than theoretical. Students will work in assigned teams of 4 or 5, and grades will be based on team projects, including a jointly written final paper, as well as a 1-hour in-class exam completed individually.
Note: This course is jointly-listed with HBS and will meet on the HBS campus in Hawes Hall, room 202. It will meet on Thursdays, Fridays, and some Wednesdays.
This course overlaps with Justice Strine's Mergers and Acquisitions offering; students may only enroll in one of these courses.
Note: Due to the HBS schedule, during the first week of classes this course will meet on Tuesday, January 24th and Thursday, January 26th. The course will resume regular scheduling the week of January 30th.