Mergers and Acquisitions (Elson)
Faculty
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| Charles Elsonelson@udel.edu |
Additional Information
Skills Training
Other Professional Skills:
Grading
100% Exam
Exam
Short Answer,
Essay,
Take Home,
Open-Book
No
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:
- Class sessions are regularly recorded. If you are absent due to illness or some other unavoidable circumstance, email me and I can send you an email with instructions for accessing the recording for the class session(s) you missed.
Meeting Times/Location
MW 9:00AM - 10:20AM
Gittis Hall 213
Category
Upper-Level
Credits
3.0
This course will explore the law of mergers and acquisitions (M&A). It will cover the history and key drivers of M&A activity, deal structures and regulation under state and federal law in the United States, valuation and appraisal, key aspects of the deal-making process, fiduciary duties, and other emerging issues in transactional legal practice. We will pay particular attention to the relationship between M&A activity and the revolution in corporate governance that has taken place in the past thirty years and greatly impacted how the courts, investors and the public view such activity. This course builds on the basic Corporations course. It is intended for students anticipating a career in transactional legal practice as well as for students seeking to develop a general understanding of issues in M&A transactions.
By the end of this course, you should be able to: . demonstrate facility with various M&A transaction structures, including knowledge of the statutory bases for each transaction structure and related issues such as shareholder voting and appraisal rights; . understand and apply relevant law for M&A practice; . identify, explain, and analyze issues concerning the deal process and players, including the merger agreement and some of its most common provisions; . spot issues and apply the common law doctrine governing fiduciary duties in the context of a merger or sale transaction; . Identify, explain, and evaluate public policy principles regarding M&A, including corporate governance and legal implications of corporate deals.
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.
Textbooks
"Mergers and Acquisitions, Law, Theory, and Practice" by Claire A. Hill, Brian JM Quinn and Steven Davidoff Solomon |