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Spring 2023 Course

Mergers and Acquisitions

Prerequisite or Corequisite: Corporations. For LLM students with the relevant background but who have not taken Corporations at HLS, contact Prof. Coates’s assistant, Stacy Tollman (stollman@law.harvard.edu) for permission to waive the requisite.

Exam Type:No Exam. 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.

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.