Curriculum Guide · Courses
Negotiating a Merger from Concept to Closing
Professor Walter Bardenwerper
LL.M Course 551 (cross-listed) | 2 credit hours
This course will introduce you to the role of a “deal lawyer” (in a law firm or corporation). Using a hands-on case study of a public company merger, one of the most consequential transactions corporations enter into, students will negotiate and evaluate key terms of a merger transaction, including letters of intent, NDAs, due diligence inquiries, the merger agreement and securities documents, and will develop presentations to the board of directors. We will review types of mergers and their role in business and economic contexts, examine the diverse areas of law involved in M&A deals and get a basic perspective on M&A core tax issues as well as the valuation process and fiduciary duties of the board. Throughout the course we will be considering the role of counsel and other advisers in M&A deals. Class attendance is required since much of the course is participatory and hands-on. Readings are manageable and practical, but mandatory. Class preparation is needed for presentation and negotiation sessions. Grading will be based on a final exam (50%), projects completed during the semester (25%) and class participation (25%).
Prerequisite: Securities Regulation.