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 affiliates of 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 prevalent 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 and whether those methods are likely to be effective. We will also look at a variety of other issues raised by going private transactions, 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 certain conflict and other issues that can arise in these transactions even if they are neither management or controlling shareholder buyouts. Finally, we will examine the role of the lawyers and financial advisors who are involved in these transactions.
Grades will be based on a paper and class participation.
Some of the topics in this course will also be covered less intensively in Mergers and Acquisitions, but that course is not a prerequisite for this course and students may take both courses.
Spring 2013
Scott Davis
Mergers and Acquisitions
LAWS 42311
In this course we will examine a number of the important legal and practical issues that arise in connection with mergers and acquisitions of U.S. businesses. These include: (1) the differences between mergers, tender offers, stock acquisitions and asset acquisitions and the advantages and disadvantages of each type of transaction; (2) the duties of directors in change of control transactions; (3) special considerations applicable to transactions, such as controlling shareholder buyouts or management buyouts, in which a director, officer or shareholder has a material conflict of interest; (4) disclosure issues in public M&A transactions; (5) issues that arise in connection with hostile takeovers and takeover defenses; (6) timing issues in public M&A transactions; (7) the enforceability of deal protection provisions in public merger agreements; (8) issues relating to fraud claims brought in M&A transactions; and (9) problems that arise between signing an M&A agreement and the closing of the transaction.
The course materials will include relevant judicial decisions as well as examples of disclosure documents and merger, stock purchase and asset purchase agreements.
Grades will depend on a final exam and class participation.
Some of the topics in this course will also be covered more intensively in Buyouts, but that course is not a prerequisite for this course and students may take both courses.
This offering was previously listed as Advanced Corporations: Mergers and Acquisitions.
Winter 2013
Scott Davis
