LAWS 6677 Mergers and Acquisitions

This course is an introduction to the legal rules and principles governing corporate transactions including mergers and negotiated acquisitions. We will begin with an examination of the deal structures used in most common transactions, focusing on statutory requirements and relevant Federal regulations. We will then turn to questions of the Delaware common law and the fiduciary duties of selling directors in the context of mergers and acquisitions. Finally, we will turn to the merger agreement. In that setting, we will study the structure of the merger agreement and typical provisions negotiated in merger agreements. The object of this final section will be to understand the incentives addressed by each such provision and the legal limits to their use.