This course is designed to prepare students for transactional law practice, with emphasis on the practical skills required by the M&A lawyer at each stage of the deal-making process.
Topics covered will include:
Advising the client regarding the most appropriate structure for an acquisition (stock purchase, asset purchase, merger or hybrid structure)
The use of terms sheets and letters of intent (and when not to use them)
Preparing for, organizing and conducting a due diligence review of the target
Understanding the business deal and translating it into contract language
Understanding the meaning (and purpose) of standard agreement provisions
Drafting an acquisition agreement
Strategies for negotiating the terms of an acquisition agreement
Closing an acquisition transaction
The course will be highly "hands-on." Students will be assigned to lawyer "teams" and will represent the prospective buyer (or seller) in connection with a hypothetical deal. During the term, student teams will complete a series of drafting assignments, including a client memorandum recommending a structure for the deal; a letter of intent; a set of due diligence requests; a Due Diligence Report; and a complete acquisition agreement (drafted in segments over a period of weeks). In-class exercises will include a weekly review of the teams' drafts, and a discussion of strategies and approaches to drafting issues. In addition, teams will engage in several negotiating sessions with opposing counsel involving the terms of their draft acquisition agreement.
Law 210, Business Associations is a pre-requisite for this course; Law 336, Mergers & Acquisitions is recommended, but not a pre-requisite for Spring 2016.