University of Miami School of Law Course Description - Online System
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Spring 2017

Course Description
This course takes a transactional approach to the principal business and legal issues in mergers and acquisitions of corporate (and other) business enterprises. At least for the acquired business the M&A transaction is likely to be the most important in its business life. The transactions are complex, requiring careful documentation, and frequently involve: (i) special duties of directors, (ii) difficult issues of drafting the complex documents inevitably involved in such transactions, (iii) significant securities law issues when public corporations are involved, and, (iv) if hostile, may involve take-over defenses. Although M&A transaction may also involve the rights of holders of other corporate securities in addition to those of the common shareholders, those issues are principally covered by the course in Corporate Finance. Although tax issues rarely drive mergers and acquisitions, tax issues may be important, particularly in an acquisition involving a closely-held business. Similar issues for unincorporated businesses will be considered, where appropriate. A major focus will be examining an M&A Agreement in an Appendix to the casebook as well as ABA Model Stock and Asset Purchase Agreements and other acquisition agreements. The assigned short papers and drafting assignments are intended to reinforce the transactional approach.

Course Schedule
Dates Day Time Room
01-17-2017 - 04-25-2017   MW  11:00 AM-12:20 PM G363

Course Frequency
This course is usually offered once every academic year

Course Information

Credits: 3
Pass/Fail Option: Yes
Prerequisite: Business Associations or Closely Held Business (may be taken concurrently); Recommended: Security Regulation.
Grading: Graded
Method of Evaluation: 24-hour take home exam + four assigned short papers on specific cases or problems + three drafting assignments + class participation
Graduation Requirements Fulfilled By Course:
Special Attributes: None
Special Restrictions:
Law Track(s):
Business & Taxation - Basic
Bar Subject(s): None
Concentration(s): None
Course Book(s): TBD/None      
First Class Assignment(s): TBD/None



Contact Information:
Phone: (305)284-2961
Office: G266