M&A Litigation Seminar (Flocos)
R 1:00PM - 3:00PM
Tanenbaum Hall 112
The Fall 2019 seminar Syllabus and readings for Classes 1-2 have been posted on Canvas under "Files" (I expect to make some revisions to the Syllabus as time goes along but students will be given notice of revised Syllabus versions). The seminar will focus on M&A litigation issues and will emphasize the law and practice of Delaware, although the law and practice of other jurisdictions will also be considered. The seminar will explore more advanced “deal litigation” topics, including certain subjects and issues that are either not covered, or not covered in depth, in the Corporations (LAW 622) and M&A (LAW 773) courses. One of the seminar’s focus areas will be the significant evolution over the last several years in how the courts are treating stockholder challenges to public company M&A deals.
The subjects for each class session, together with the associated readings, are set forth on the Syllabus. I will generally lecture in class about the key points in the reading materials and about additional information. I will use Power Points as part of my lectures (all slides will be posted on Canvas after I discuss them in class). The Syllabus is intended both to catalog the variety of issues that come up in M & A litigation and to enable students to delve into areas of greater interest, including for purposes of selecting the semester paper topic. All reading materials will be posted on Canvas at least one week in advance of the class in which they will be discussed.
Although I will address most of the material in lecture fashion in class, my intention is also to help students better understand the material and build litigation skills by focusing some portion of the seminar discussion around up to three M&A litigation “hypotheticals,” including corresponding transaction documents such as a merger agreement, asset sale agreement, confidentiality agreement, SEC filings, D&O insurance policy, etc. For each hypothetical, seminar members will be broken into groups, with each group considering the litigation issues from the standpoint of, and “role playing,” one of the main protagonists in the fact pattern (e.g., the class action or derivative suit stockholder plaintiff, the seller/target, the buyer/acquirer, the activist stockholder in a proxy contest, etc.). The discussion of the hypotheticals will include examination of and “walking through” the key portions of the transaction documents.
There will be no exam. Instead, the seminar grade will be based solely on a semester paper of 20-25 pages (double spaced, inclusive of footnotes). I reserve the right to make class participation a “plus” factor in grading (although you will not be penalized for lack of class participation). The paper topic will be of the student’s own choosing. I will circulate a list of suggested topics early in the semester. The list is not intended to displace any different ideas that students may have for a paper topic, and students can also draw inspiration from the topics and readings on the Syllabus. In any case, students must discuss with me their intended paper topics before finalizing the topic selection, so that I can help focus thoughts and make sure that researching and writing the paper will be manageable. Papers may be used to satisfy the senior writing requirement.
Completion of the Corporations (LAW 622) course is a prerequisite, unless you have spoken with me in advance. Completion of the M&A course (LAW 773) is useful but not required.
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.
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.