This course, taught by the 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. 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.
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 teacher very much welcomes) need not have taken Corporations; cross-registrants from other parts of Harvard should seek permission from Chancellor Strine.