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Spring 2023 Reading Group

M&A Innovation: Doctrine, Theory, and Practice

Prerequisite: None

Exam Type: No Exam

Merger and acquisition (“M&A”) deals evolve in response to doctrinal developments, economic and social changes, and the business purpose and objectives of acquirers and target companies. Innovative practitioners and scholars drive much of this evolution to manage risk and moral hazard, fill regulatory gaps, incorporate an understanding of the purpose of the corporation, and respond to Delaware case law.

This reading group will examine innovations in M&A, focusing on those relating to: (1) particular events and governance developments; (2) doctrinal changes; and (3) transaction and deal structures. We will discuss M&A responsiveness to the COVID-19 pandemic, poison pills and the Elon Musk/Twitter dispute, the rise of ESG and the #MeToo movement’s impact on transaction agreements, the evolution of deal protections like termination fees, as well as other events and developments that have altered the M&A landscape. In doing so, we will use a range of texts, including scholarly writing, judicial opinions, contract provisions, commentary, and SEC filings. A portion of the last session will be reserved for a debate about the future: how should scholars, practitioners, and courts next innovate to address the pressing issues facing today’s corporate world?

Note: This reading group will meet on the following dates: 1/31, 2/14, 2/28, 3/21, 4/4, 4/18