Prerequisite: JD students should have already taken Corporations. LLM students should be taking Corporations concurrently, or if they have taken a comparable basic business organization course or have comparable work experience to contact the faculty to request a waiver.
Exam: In Class
The class assumes a knowledge of the fundamentals of American corporate law and without that, a student will be at a profound disadvantage.
Cross-registering Business School students (whom the teacher very much welcomes) need not have taken Corporations; cross-registrants from other parts of Harvard should seek permission to enroll by emailing Chief Justice Strine’s HLS assistant, Kathy Goldstein: email@example.com.
This course, taught by the Chief Justice of the Delaware Supreme Court and former Chancellor of the Delaware Court of Chancery, will focus on the law affecting corporate mergers and acquisitions including both third-party and going-private deals. Though state corporate law will be heavily emphasized, it will also address laws affecting cross border M&A and expose students to key recurring issues of comparative law relevant to M&A practice. The course will also deal substantially with merger agreements, considered as contracts, and the important contractual principles and issues that are relevant in almost every M&A transaction. The course will have a practical bent and will address the real-world problems faced by parties contemplating, attempting, or resisting acquisitions, as well as the policy dilemmas faced by courts called upon to assess such transactions. To further this goal, several key classes will involve the participation of leading practitioners.
This course overlaps with Professor Coates' Mergers and Acquisitions Processes and Structures offering; students may only enroll in one of these courses.