Syllabus

Course Meeting Times

Lectures: 2 sessions / week, 1.5 hours / session

Goals and Approach

This course is designed to give students an introduction to the law-sensitive aspects of Mergers & Acquisitions (M&A). In Module I, we examine the legal implications of key roles and deal structures, and walk through some of the issues that would typically arise in a simple and friendly transaction. We also give a class to the legal issues arising in LBOs and the legal concerns of financial sponsors more generally, and another class to employment-related issues, including those relating to managers facing unsettled circumstances.

In Module II, we look at a variety of complications, including those that arise in the friendly or unfriendly purchase of a publicly-held company; deals involving distressed and hi-tech companies; antitrust concerns; allegations of misconduct by management or board members; and deals involving non-U.S. companies.

For each class, we will have one or more guest commentators who will play a major role. The guest commentators are all practicing lawyers with solid expertise on their topics.

A class-by-class outline, with a tentative list of guest commentators, is attached.

The course is not designed to make managers into amateur lawyers. Nor is it a course in legal first aid. M&A raises many legal issues that affect strategy, deal structure, responsibility and liability. The best senior managers possess a sensitivity about these issues that enhances their general effectiveness as leaders and planners and enables them to avoid problems and use legal support wisely. The purpose of this course is to give students a strong boost towards that sensitivity. Also, since this is the only law course most of the students in the class will take, we will spend some time on legal fundamentals when such a foundation is needed.

Relationship to Other Courses

There are no prerequisites, required or recommended. This course can be taken by students who have taken another law course at Sloan. It is expected that many students in this class will have taken the basic M&A course, and there will not be much overlap.

Expectations of Students and Grading

The main deliverable will be two take-home exercises, in which students will be asked to spot and assess the legal issues in a realistic M&A context. Students will have 90 minutes to do each exercise, but there will be some flexibility as to the particular ninety-minute period a student can choose. The tentative schedule for the exercises is as follows. The first exercise will be available beginning on class 7 and must be completed in 3 days. It will cover materials from classes 1 through 6. The second exercise will be available beginning class 11 must be completed in 2 days. It will cover materials from classes 7 through 11. Each student will make arrangements with the Teaching Assistant to have the exam e-mailed to him or her at a mutually convenient time, and the student will e-mail back to the TA the completed exercise within 90 minutes of having received it. Each student must work independently on the exercise, but can consult any readings assigned in the class and any notes prepared by that student. For each exercise, your answer may not exceed 500 words. This format is designed to give students a generous amount of time to write an answer, so that students who write slowly (perhaps because English is a second language) will not have a problem finishing the exercise. (Note: Last year there was a single exercise with three 500-word questions and students were given 5 hours. However, the type of question will not change. Last year's exercise is available on the class server.)

Apart from the two take-home exercises, there are no exams or other written deliverables.

Students are expected to attend class and prepare for each class. Each student will be "on deck" twice during the semester. On deck assignments will be arranged in advance with the TA. "On deck" students are expected to do the readings with special care and be prepared to answer questions about them.

Grading is not formulaic, but will be based approximately as follows:

Readings

Students should consider purchasing the following two books:

• Oesterle, Dale. Mergers and Acquisitions in a Nutshell. West Group, 2001.
  Almost all of Oesterle will be assigned.
• Bagley, Constance, and Craig Dauchy. The Entrepreneur's Guide to Business Law. West, 1998.
  About a third of Bagley will be assigned.

Other readings will be made available or handed out in class.