Drafting and Negotiating Cross-Border Merger & Acquisition Transactions

Drafting and Negotiating Cross-Border Merger & Acquisition Transactions

Mr. Mitchell Presser
Spring 2017 course
Th 3:00pm - 5:00pm in Hauser Hall Room 104
2 classroom credits

Students who enroll in this offering may count the credits towards the JD experiential learning requirement.

Prerequisites: Corporations. For LLM students with applicable experience or courses, permission of the instructor to waive the requisite is required.

Exam Type: No Exam

In today’s economy, transactions are becoming increasingly global in nature, often crossing more than one border and implicating the laws and market practices of more than one jurisdiction. Cross-border transactions present unique challenges from both the seller’s and buyer’s perspective that require an in-depth understanding and appreciation of the key theoretical issues they present. This course will familiarize students with these types of transactions and the unique challenges they present in order to aid them in their transition into the practice of modern-day corporate counsel.

The course will be divided into two segments. The first segment will focus on the fundamental building blocks of cross-border M&A transactions and will expose students to the basic purpose and structure of a purchase agreement and what it is designed to achieve. The second segment will allow students to actively participate as parties to a transaction and engage in a simulated auction process of the sale of a business division of an international company. With the assistance and advice from their attorney advisors, student groups will negotiate and mark-up an auction draft purchase agreement. At the end of the course, each of the student teams will be asked to give a simulated board presentation that provides their client with an overview of the final asset purchase agreement and the key terms of the transaction, and an explanation of the risks and benefits associated with the negotiated terms.

This course is designed for students interested in transactional work and those with a desire to understand the real-world implications of today’s global economy.

Subject Areas: Business Organization, Commercial Law, and Finance, International, Comparative & Foreign Law