As part of a continuing series on Spring 2019 semester courses that relate to innovation and business, this post spotlights Mergers and Acquisitions.
In Mergers and Acquisitions (M&A), students learn how to navigate the complex area of business combination transactions. “Every company, like every individual, is unique. It has its own history, its own place in the market, its own strengths and weaknesses,” Professor Miller explained, describing why mergers and acquisitions is such an interesting type of law. “It’s certainly not a cookie cutter area of the law,” Professor Miller observed.
“As a transactional lawyer, the largest, most complicated transactions you will do are business acquisition transactions,” Professor Miller explained. “Anything else you do is by necessity less complex than selling the entire company.” Because companies are so unique, each merger or acquisition is individually negotiated, making it an exciting type of law to practice.
M&A is based in three different sources of law: federal statutory law (transactions often involve securities), state corporate law (mergers and asset sales are governed by a state’s corporation laws), and the agreement between the parties. “The most important of these by far is the agreement between the parties,” Professor Miller explained. Because of this, students in the course will spend a significant amount of time analyzing the transactional documents involved in M&A.
M&A is very much about transactions. As Professor Miller noted, “the law provides very general structural constraints. Within those general parameters, there is a tremendous amount of freedom for transactional lawyers to structure transactions to create efficiencies” for their clients. Professor Miller emphasizes that as future transactional attorneys, students “have to fully understand the business of their client before they can begin to figure out how to draw up a deal” that will suit their client’s needs.
This course treats the most significant legal and financial aspects of business combination transactions. Major topics include transaction documents (such as stock purchase agreements, asset purchase agreements, and merger agreements), valuation of companies and pricing of deals, legal and financial considerations affecting the structuring of deals, tender offers and their regulation under the Williams Act and tender offer rules, fiduciary duties of the target board including Revlon duties and the Unocal standard, anti-takeover devices such as poison pills and staggered boards, deal protection devices, freezeout transactions, and state anti-takeover statutes. Business Associations is a prerequisite.