Douglas Barnard : Courses and Seminars
Advanced Corporate Law: Mergers and Acquisitions
This seminar develops and applies the student’s knowledge of corporate and contracts law in the context of mergers and acquisitions. After introducing the general subject, the seminar will cover a broad range of fundamental topics (acquisition mechanics, successorship, transaction documentation, deal-specific litigation, and fiduciary duties) and then conclude with an in-depth analysis of the legal issues in a takeover battle. Booth students and interested law students may obtain an extra 25 units (for a total of 100 units) by electing to prepare a teaching case (similar to "Oracle's Hostile Takeover of PeopleSoft (A)," Stanford Business School, published May 30, 2006) addressing one of the following recent transactions: (i) Michael Dell's leveraged buyout of Dell, over the strenuous objections of Carl Icahn and various private equity investors, or (ii) the takeover battle involving Men's Wearhouse and Jos. A. Bank, with considerable involvement by the activist investor Eminence Capital, or (iii) the multi-dimensional, cross-border takeover battle involving Sprint, Clearwire, Dish, and Softbank. Students wishing to elect this extra-credit option must notify the professor by the end of week three. Students may work singly or in groups of two, and may use any reference materials (other than any teaching cases that might be published addressing the same transactions). The teaching cases will be due on or before the last day of class in week eight. The readings consist of a casebook, recent judicial opinions, scholarly commentary, and other background material. Corporations or Business Associations I and Contracts are prerequisites. Students who have taken the Mergers and Acquisitions course with Professor Davis may not enroll in this seminar. Grades will be based on class participation and an 8 hour take-home final exam.