This course will emphasize the practical aspects of advising the public corporation’s board of directors in the dealmaking context of takeovers, proxy contests, shareholder activism, and mergers and acquisitions. The course will introduce students to the laws, theories, and corporate governance systems that underpin the advice offered to directors in these situations, as well as the roles and perspectives of other players, including corporate officers, investors, investment bankers, and regulators. Each topic will be addressed in a policy class and a practice class. For each unit, students will be assigned reading and will prepare a brief written analysis of a case study or hypothetical. Faculty will guide students through a discussion of the concepts in the policy classes. The practice sessions will be led by distinguished legal practitioners and will focus on the real-world application of these concepts and resolution of the issues raised in the hypotheticals. Grades will be based on attendance, the written analyses of the hypotheticals or case studies, and other individual or team drafting or advising exercises. Business Enterprises is a prerequisite for 2L students and a prerequisite or co-requisite for 3L students. (1 Credit)

Semester

Spring 2018

Instructor(s)

Michael Maimone & Tina Boudreaux

Academic Area(s)

Corporate & Commercial Law

Mini-courses