M&A Litigation (Flocos)
Faculty
|
|
| Peter Nicholas Flocos Adjunct Professor of Law pflocos@law.upenn.edu |
Additional Information
Skills Training
Oral Presentations
Drafting Legal Documents
Other Professional Skills: I expect to "walk through" in class selected merger agreement provisions having particular litigation significance, and to focus on certain key drafting issues. The "model" merger agreement and other deal documents that we will walk through will be posted on Canvas at the appropriate time(s). Also, depending on student interest and time, we can work through some hypotheticals and develop litigation skills by having groups of students "role-play" different litigation parties.
Grading
100% Paper,
Other (The seminar grade will be 100% based on a 20-25 page (double spaced) paper on a deal litigation related topic of the student’s own choosing. The paper will be due at the end of the semester. For a fuller description of the paper and how the Syllabus and reading materials listed in the Syllabus interact with the paper, please see the Fall 2023 semester seminar Syllabus posted to the Canvas course website.)
Yes
I have had many students in this seminar over the years use the semester paper to satisfy the Senior Writing Requirement. At least in the past, Law School rules have required that I sign a permission form, but I have never refused permission and cannot think of any reason why that practice would change.
Class meets in person.
Course Continuity
Students are encouraged to stay home if you are ill or experience flu-like symptoms. If you miss a class for any reason, it is still your responsibility to make up the work missed.
I offer the following to students who miss class due to illness:
- I will make PowerPoint slides or other class materials routinely available on the course site to everyone in the class.
- I am happy to record class, and have done so on many occasions, if I am given advanced notice by a student of expected absence due to illness or some other legitimate circumstance.
Meeting Times/Location
W 1:00PM - 2:59PM
Silverman Hall 270
Category
Seminar
Credits
3.0
This seminar, which I have conducted at the Law School since 2012, will cover M&A related litigation (aka “deal litigation”), which has become a practice specialty over the years. Although the seminar has evolved over the years to reflect the constantly evolving nature of deal litigation law and practice, I expect the Fall 2025 seminar to be very similar, overall, to the Fall 2023 seminar, although incorporating the latest significant developments in the deal litigation field. Please review, prior to the first class, the current Fall 2025 semester Syllabus, which I have posted to Canvas. The Syllabus is very comprehensive and is the best course description that can be given at this time.
That said, in brief, “deal litigation,” broadly speaking, consists mainly of (1) “private” deal litigation (typically litigation between the acquirer and the target company and involving contract and tort claims), and (2) “public” deal litigation (typically class action or derivative stockholder litigation making fiduciary duty claims relating to a challenged acquisition of a public company). The seminar will address both private and public M&A litigation, including the significant evolution in relatively recent years of public deal litigation. We will focus mostly on matters not covered, or not covered in depth, in the Corporations (LAW 622) and M&A (LAW 773) courses, although we will briefly review the basic material. The seminar will emphasize Delaware law (and address certain aspects of federal securities law). There will be no assigned readings. Rather, the “core” course materials will be the fairly comprehensive PowerPoint class slides that I have developed and used in this seminar over the years (which will be posted on Canvas), together with my class comments and the comments of our intended guest speakers. The Syllabus contains a list of optional cases and other readings pertaining to matters discussed in class.
I will not be “cold calling” on students. However, although I often lecture in order to present the key material efficiently, I also strive to foster questions and class discussion. In fact, some of the best classes in the past have been ones involving extended student questions and discussion of the material or hypotheticals presented by me. With that in mind, I expect that in the Fall 2025 semester, as in the Fall 2023 semester, we will have as guests at several of our seminar sessions one or more Delaware jurists, prominent plaintiff and defense counsel, investment banker(s) and/or proxy advisor(s) in order to present their particular insights and to engender discussion of the issues.
Please note: Corporations (LAW 622) is a prerequisite, unless you have spoken with me in advance.
Business and Corporate Law Learning outcomes: Demonstrate a core understanding of business and corporate law; Perform legal analysis in the context of business and corporate law; Communicate effectively on topics related to business and corporate law; Demonstrate an understanding of the interconnection between the world of business and finance and that of business and corporate law, and how they affect other areas of law and society.
Skills Learning outcomes: Demonstrate an understanding of the individual course skill; Demonstrate the ability to receive and implement feedback; Demonstrate an understanding of how and when the individual course skill is employed in practice.
Courts and the Judicial System Learning outcomes: Demonstrate a core understanding of both substantive and procedural issues in the operation of our legal system; Perform legal analysis in the context of procedural issues and the judicial process; Communicate effectively on topics related to procedure and the judicial process; Demonstrate an understanding of how procedural issues and the judicial process affect all other area of our legal system.