Nuts and Bolts of M&A
Course Description:
The course in Winter Semester is intended as an introduction to mergers and acquisitions. The course will cover the M&A process, focussing on privately negotiated transactions. The Summer Semester course will focus on M&A for publicly listed companies. The course will take the students step by step through the process, including the motivations of buyers and sellers, preliminary agreements (such as confidentiality agreements and letters of intent), the due diligence process (documentary, financial, management and specialized, such as environmental, IP, tax, tort and cartel law), the choice of the transaction form (share or asset purchase) and the reasons for choosing one or the other. There will be several classes devoted to the drafting and negotiation of the definitive purchase agreement, comparing “buyside” and “sellside” forms. The course will also introduce the students to the issues which can arise between signing and closing a purchase transaction and those relating to post closing integration, as well as the particular issues which arise in minority investments and joint ventures.
Reading List:
- Donald M. DePamphilis, Mergers, Acquisitions, and Other Restructuring Activities
- Stanley Foster Reed, Alexandra Reed Lajoux and H. Peter Nesvold, The Art of M&A, A Merger/Acquisition/Buyout Guide
Credit Points:
5
