Curriculum Guide · Courses

Professors Saunders and Zoubek

J.D. Seminar 1145 | 1 credit hours

This intensive one-credit course will take six students through a fast-paced unsolicited takeover offer over the course of a weekend in March. The students will play the role of associates in a firm that is the outside counsel to a public company that has just received an unsolicited offer. The goal of the course is to simulate through this hypothetical M & A scenario, the legal skills needed to guide a client’s strategic and tactical business decisions in a real-life M & A situation.

This course will be highly interactive. Working in teams and individually over the weekend, the students will prepare and deliver to the company’s Board of Directors an analysis of the offer and of the company’s options. They will also brief the Board on its fiduciary duties under Delaware law and will prepare the relevant documentation to brief the Board on and implement the various alternatives available to the company. The course will begin on Friday evening and continue throughout the course of the weekend, culminating in a simulated Board meeting on Sunday. The students will be allocated tasks throughout the weekend as they would in a real life/real time private practice situation. The students will work with a practicing M&A lawyer from an international New York City firm as the "partner" on the matter who will give out assignments, review written material, and otherwise coordinate the team. Students should be prepared to dedicate a significant portion of the weekend to the exercise, which will include a combination of instruction, document preparation, and "client" presentation.

Prerequisite: Corporations; prior or concurrent registration in Mergers & Acquisitions.

This course will meet for one weekend only on the following schedule: Friday, March 22, 4:00 – 6:00 pm in Hotung 5021; Saturday, March 23 , from 9:00 am - 3:00 pm in McDonough 492; and Sunday, March 24, from 10:00 am – 3:00 pm in McDonough 492. Attendance at all class sessions is mandatory. Note: Enrollment is by waitlist only and students must email lawreg@law.georgetown.edu expressing their interest in being added to the waitlist by 5:00 p.m. on Friday, February 22, 2013. You will not be able to access the waitlist process through MyAccess. Note: This course is mandatory pass/fail and will not count toward the 7 credit pass/fail limit for J.D. students.