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 studies a progression of landmark Delaware cases delineating the fiduciary duties of directors and controlling stockholders in the contexts of (i) selling a company; (ii) defending against takeovers and proxy contests; (iii) protecting transactions against interlopers and changed circumstances; (iv) squeezing out minority stockholders; (v) going private in a leveraged buyout; and (vi) responding to stockholder activism. In reading and discussing these cases, the students will come to understand not only the relevant legal issues, but also a fair amount about the broader non-legal context of corporate transactions. The seminar then concludes with a comprehensive look at structuring, negotiating, drafting, and other elements of modern practice in the contexts of friendly and unfriendly transactions involving both public and private companies. Contracts is a prerequisite for Law School students, and either Corporations or Business Associations I is also recommended (but may be taken concurrently). Chicago Booth MBA students have taken the seminar recently and done well, and do not need the instructor's consent in order to submit a registration request. Grades will be based on an eight-hour take-home final exam, with exceptional class participation taken into account. Students wishing to take the seminar for three credits must write an additional 10-12 page research paper.