This is an advanced corporate law course focusing on state corporate law, corporate governance, the fiduciary duties of directors and the rights of stockholders in the context of hostile acquisitions.  This course will emphasize the practical aspects of corporate law and will cover hostile acquisitions from a bidder’s perspective (which will include takeover approaches, takeover negotiations, takeover techniques, and the structuring and pricing of offers), hostile acquisitions from a target’s perspective (which will include advanced preparation, structural changes to reduce vulnerability, and responding to acquisition offers), proxy contests and stockholder activism. Business Enterprises is a prerequisite for 2L students and a prerequisite or co-requisite for 3L students. The course will be taught by Michael Maimone who is an experienced corporate attorney and litigator who practices primarily in Delaware and New York. Mr. Maimone’s corporate practice involves the counseling of clients on a broad range of matters, which include hostile acquisitions, going-private transactions, corporate restructuring transactions, mergers and other negotiated transactions, and proxy contests. His litigation practice includes the representation of clients in actions involving mergers and acquisitions, class and derivative actions and general corporate law issues. After attending the University of Virginia School of Law, Mr. Maimone was a law clerk to the Supreme Court of Delaware. Prior to lecturing at Tulane Law School, Mr. Maimone lectured at the University of Virginia School of Law on issues of corporate law, corporate finance, and mergers and acquisitions. (1 Credit)

Semester

Fall 2019

Instructor(s)

Michael Maimone

Academic Area(s)

Corporate & Commercial Law

Mini-courses