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Course Details

Mergers and Acquisitions (Pollman)

Fall 2024   LAW 773-001  

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Faculty
Elizabeth Pollman

Professor of Law
Co-Director, Institute for Law and Economics

epollman@law.upenn.edu
Additional Information

Skills Training
Other Professional Skills:

Grading
100% Exam

Exam
Multiple Choice,
Short Answer,
Essay,
In Class,
Partial Open Book (Your grade in this course will be based on an in-person exam in which you are not allowed to access the internet. Although you may not access the internet, the exam is otherwise “open book” insofar as you may refer to hard copy or digital materials. )

Satisfies Senior Writing Requirement

No

Location

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. I will make these recordings routinely available on the course site to everyone in the class.

- I will make PowerPoint slides or other class materials routinely available on the course site to everyone in the class.

Meeting Times/Location
MW 1:30PM - 2:50PM
Gittis Hall 1

Category
Upper-Level

Credits
3.0

This 3-unit 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.

This course builds on the basic Corporations course. It is intended for students anticipating a career in transactional legal practice or M&A litigation, as well as for students seeking to develop a general understanding of issues in M&A transactions. (Corporations is a pre-requisite or you may take this course concurrently with Corporations.) Regular attendance and active class participation are required.

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 federal law for M&A practice, including federal securities laws and regulatory requirements; • 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.

Course Concentrations

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.


Textbooks

"Mergers & Acquisitions" by Hill, Quinn & Solomon
Edition: Third Edition
Publisher: West Academic
ISBN: 9781636591483
Required