This joint course between Southwestern Law School and the Peter F. Drucker and Masatoshi Ito Graduate School of Management studies mergers and acquisitions from an interdisciplinary perspective that includes law, finance, and strategy. Students will acquire a foundation in the economics and finance theories that underlie acquisitions. They will also learn the different legal structures acquisitions may take, and the consequences of each in terms of shareholder voting and appraisal rights and successor liability. The course will also cover those portions of the federal securities laws particularly relevant to acquisitions and insider trading and the pertinent Delaware fiduciary duty laws. Students will examine some particularly useful legal clauses for acquisition agreements and will critique their strengths and weaknesses. The course will conclude by applying all of these lessons to several real world case studies.
This course is not open to students who have taken Corporate Mergers and Acquisitions.