Mergers & Acquisitions Transaction Practice
This course will offer an experiential learning opportunity in that all students will observe and perform many "lawyering" tasks normally entrusted to legal counsel who work on complex corporate and financing transactions. These tasks often require execution of instructions from a client or senior lawyer. Some require bilateral bargaining and judicious compromise. Some require collaboration or teamwork.
The course will be cast primarily in the setting of a proposed acquisition of a "target company", as a going concern, by a so-called "private equity" investment firm. Students will be exposed to, and will engage by simulated participation in, the legal and practical dynamics by which transactions in this milieu are created, including:
- Negotiation of terms and bargaining over allocation of risks and uncertainties.
- Disclosure processes and protocols, for fulfillment of one party's appetite for information and the other's protective needs.
- Choice of transaction structure.
- Preparation of contract documents and drafting techniques.
- Dealing with "stakeholder" needs.