Scott Davis : Courses and Seminars
Buyouts
LAWS 42602
In this seminar we will examine going private transactions in which publicly held companies are acquired by private equity firms with the participation of the company's management or by controlling shareholders. This is an especially timely topic because management buyouts have become far more prevalent than they were in the past and controlling shareholder buyouts continue to be controversial. Both types of transactions raise conflict of interest issues because some of the company's directors or officers, who are ordinarily charged with obtaining as much as possible for public shareholders in a sale transaction, are instead attempting to buy the company for as little as possible. We will examine the methods that Delaware law has provided for dealing with these conflicts of interest, whether those methods are likely to be effective. We will also look at a variety of other issues raised by buyouts, including why they occur, whether they are likely to be beneficial to shareholders in spite of the existence of conflicts of interest, the consequences to society of these transactions and the effect of credit crunches on these transactions. Finally, we will examine the role of the lawyers and bankers who are involved in buyouts.
The class size will be limited to 45.
There will be one 20-page paper.
Grades will be based on the paper and class participation.
Autumn 2011
Scott Davis
