University of Miami School of Law Course Description - Online System
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Spring 2018

Course Description
In mergers and acquisitions (M&A) between competitors, antitrust merger analysis is often a critical and sometimes a decisive factor in the negotiation and ultimate execution of the transaction. The antitrust practitioner is an integral member of the M&A team negotiating the deal and the antitrust risk associated with the transaction can make or break the deal. Assessing the likelihood of ultimate approval from federal, state and foreign antitrust enforcement agencies or whether such approval will be conditioned on certain divestitures or other remedies can be a gating item for negotiation of the transaction itself. If one or both parties cannot get comfortable that the transaction will be approved by the governmental antitrust enforcement agencies here and abroad so that it can be consummated, a negotiation of business terms might never even take place. More commonly, when antitrust risk is a concern to one or both parties, negotiating a sharing of antitrust risk between the merging parties is as important an element of the overall negotiation of the M&A transaction as price. Given this, the antitrust practitioner must be able to analyze the antitrust risk associated with the proposed transaction and then be able to attempt to negotiate with the other party so that the antitrust risk is considered to be resolved satisfactorily between the parties so that both parties believe that the transaction ultimately will be consummated.

In light of the significance of antitrust risk in M&A transactions, this course will address the following:
1. How does the antitrust practitioner analyze the antitrust risk associated with a proposed M&A transaction; and
2. In light of the antitrust risk associated with a particular M&A transaction, how does the antitrust practitioner attempt to negotiate an acceptable sharing of the antitrust risk between the buyer and the seller so that there is a reasonable expectation that the transaction will ultimately obtain approval by the governmental antitrust enforcement agencies and be consummated.
The course will include: (a) the test for assessing whether a M&A transaction would raise antitrust concerns and, if so, what, if any, remedies would resolve those concerns, and (b) the various antitrust deal protections that are negotiated as part of the merger agreement so that the parties to the merger share the antitrust risk associated with a particular M&A transaction.

Course Schedule
Dates Day Time Room
01-16-2018 - 04-25-2018   T  9:00 AM-10:50 AM F302

Course Frequency
Occasional course offering

Course Information

Credits: 2
Pass/Fail Option: No
Grading: Graded
Method of Evaluation: Final Written Assignment
Graduation Requirements Fulfilled By Course:
Special Attributes: None
Special Restrictions:
Law Track(s): None
Bar Subject(s): None
Concentration(s): None
Course Book(s): TBD/None      
First Class Assignment(s): TBD/None