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course are the casebook (“CB”), Peter V. Letsou, Cases and Materials on Corporate Mergers and Acquisitions (2006); selected Harvard Business School case studies (“HBS Cases”); and course pack materials excerpted from Therese H. Maynard, Mergers and Acquisitions: Cases, Materials and Problems (1st and 2nd eds., 2005 and 2009) (“MACMP”). Assignments - An assignment sheet for the course is attached. Each numbered assignment roughly corresponds to one class period, but certain units of assigned readings may take more than one class period to discuss. Please note that assignments are subject to change. HBS Cases - The HBS Cases are based on actual business and legal situations. Please do not do outside research related to any of the HBS Cases before we discuss the cases in class. Final Exam - The final exam is a four-hour, open book exam. The exam will consist of multiple choice and essay questions. During the exam, you may refer to the course materials, your class notes, outlines that you prepared yourself or participated in preparing and a foreign language (translating, non-legal) dictionary. You also may use a calculator or spreadsheet program during the exam. No treatises, commercial outlines or other outside materials may be used. At the conclusion of the exam, in addition to your answers, you must return the exam booklet. A failure to return the exam booklet in its entirety will result in your final course grade being dropped a full letter grade (e.g., from B+ to C+). Group Simulation - You will be required to form groups and complete a simulation exercise. I will provide details on the simulation later in the semester. Class Participation - Class discussions are richest when as many of you as possible are prepared to participate. However, I understand that a variety of circumstances may prevent you from preparing for class on any given day. Therefore, if you are unprepared on a particular day, please email me by 9:30 AM on the day of class to let me know you will be unable to participate in the upcoming class discussion. You are neither required nor expected to give me a reason for your lack of preparation. Being Prepared – Being prepared means you have completed all of the assigned reading, have made a good faith attempt to understand the key issues, and are able to give a well thought-out and reasoned response to each assigned discussion question. If you are not prepared for class, you should opt out of class discussion. Attendance – Regular attendance is required. If you are unable to attend a class session, please email me in advance to let me know you will not be present. Distractions – You may not access or use the Internet, email, instant messaging, games and the like while class is in session. Laptop computers may be used during class only for note taking. Grading - Your course grade will be based on your performance on the final exam (85%) and the group simulation project (15%). Additional points for consistently outstanding contributions to class discussions also may be factored in to the final course grade. CTools – Please check CTools regularly for assignment questions, class announcements and supplemental materials of particular relevance to the course that I may post from time to time. Office Hours/Questions - My office is 437HH. I will hold regular office hours from 1:30 PM – 3:30 PM on Wednesdays. You also may contact me by phone (734-763-2221) or e-mail (email@example.com) to schedule
Substantive matters are best discussed in person. please feel free to email me. but if you have a question about administrative matters.an appointment outside this time. 2 .
452-453 (introduction to §4. 3 . 2* Problem Set No. 5* Appraisal Rights .’s Entry into the Entertainment Industry (A) Cases/Case Studies/Problem Sets Ignore all MBCA-related sub-questions. v. 1420) CB: 441 (introduction to §4. Cavalier Oil Corp. Straight Arrow Publishers. 461-477 Kohler Co. 1-4. 415-419 MACMP: 47-51. Introduction to M&A Subject Overview/The Time Warner Merger: A Case Study II. Harnett 5 Kohler Co. 77-81.3 only). 52.ASSIGNMENTS I. 731-733 (to the extent necessary to answer the questions in Problem Set No. Mergers Subject Transactional Forms and Voting/Appraisal Rights Transactional Forms and Voting/Appraisal Rights (cont. Inc.) Assignmen t 2 3 Reading Assignment CB: 33-42. (A) ∗ Assignmen t 1 Reading Assignment CB: 1-14 HBS Case: 9-293-117 Cases/Case Studies/Problem Sets Time Inc. 1 (except Question B. 7-9.: A Case Study HBS Case: 9-205-034 Problem Set No.3(B) only).Determining Fair Value 4 Methods of Valuation for Mergers and Acquisitions Kleinwort Benson Limited v.2) Problem Set No. Silgan Corporation Gonsalves v. 5) HBS (Darden) Case: UV0112 (pp.
Asset and Stock Acquisitions Subject Transactional Forms and Voting Rights Assignmen t 6 Reading Assignment CB: 136-139. Federal Securities Laws and State Tender Offer Regulation Subject Federal Securities Laws Assignmen t 8 Reading Assignment MACMP: 247-253 (through first paragraph). skim 261273. 394-401 Hewlett-Packard—Compaq: The Merger Decision Cases/Case Studies/Problem Sets Basic Incorporated v. 126-134 The Hewlett-Packard— Compaq Merger: A Case Study Federal Securities Laws (cont. 73-75 Asset Sales – State Law Considerations CB: 139-148 Cases/Case Studies/Problem Sets Problem Set No. skim 109-114. skim 276-279. 371 (introduction to §3.III. 165-168 MACMP: 59-61. skim 302-307. v. Inc. Inc. The Signal Companies. 4 . Hollinger International. Levinson Ignore all MBCA-related sub-questions. Bregman Hollinger Inc.3 only). IV. skim 259-260. 257-260 CB: skim 75-93. 4* 7 Gimbel v. 302 (beginning with Note 2) – 306 (through the third paragraph) 10 MACMP: 361-365 CB: skim 183-188.))/State Tender Offer Regulation 9 HBS Case: 9-104-048 MACMP: 290. Katz v. 3 ∗ Problem Set No.
Paramount Communications. 536546. Inc.) 18 CB: 576-585 Blasius Industries. v.The Acquisition of Consolidated Rail Corporation: A Case Study 11 HBS Cases: 9-298-006. Tax. 501-520 (through first paragraph) CB: 522-523 (Introduction to §5. Fiduciary Duties Related to Takeover Defenses Subject American Cyanamid: A Case Study Introduction to Takeover Defenses Legal Standards Assignmen t 15 Reading Assignment HBS Cases: 9-898-120. Inc. 9-298-095 The Acquisition of Consolidated Rail Corporation (A) The Acquisition of Consolidated Rail Corporation (B) V. Inc.3 only). Atlas Corporation Mercier v. Accounting and Antitrust Considerations Subject Tax Considerations Assignmen t 12 Reading Assignment MACMP: 699-703 Supplemental Tax Materials (available on CTools) The CoMark LBO: A Case Study Accounting and Antitrust Considerations 13 14 HBS Case: 9-202-090 CB: 16-18 Antitrust Materials (available on CTools) Brazos Partners: The CoMark LBO Cases/Case Studies/Problem Sets VI. Time Incorporated Moore Corporation Limited v. Wallace Computer Services. v. Inter-Tel. Legal Standards (cont. Mesa Petroleum Co. (available on CTools) 5 . 9-897-064 Cases/Case Studies/Problem Sets American Cyanamid (A) & (B) Combined American Cyanamid (C): Epilogue 16 17 CB: 491-493. Inc. 557-576 Unocal Corporation v.
(1994) Kahn v. Kahn v. 769-798 Cases/Case Studies/Problem Sets Weinberger v. S’holders Litigation (available on CTools) The Upper Deck Co.2 only). skim 620-622. Paramount Communications.. Inc. NCS Healthcare. Inc. v. Inc. Inc. Director Duties (cont. 625-626. skim 613-615.) 21 CB: 626-630. Fiduciary Duties in Sales of Control Subject Overview of Deal Protection Devices/Director Duties Assignmen t 20 Reading Assignment CB: 611-613. v. 622-624. 713-725 Cases/Case Studies/Problem Sets The Company Sale Process (background reading) Revlon. 685-704 HBS Case: 9-206-108 Director Duties (cont. Inc.Circon: A Case Study 19 HBS Cases: 9-801-403. UOP. S’holder Litigation (available on CTools) VIII. v. Inc. QVC Network. Lynch Communication Systems. Ryan (available on CTools) Omnicare. The Topps Co. v. skim 624-625. Inc. Inc. MacAndrews & Forbes Holdings. 618-620. (available on CTools) In re: Lear Corp. Inc. 615-617.) 22 In re: Netsmart Technologies. Lynch Communication Systems. v. 9-801-404. Lyondell Chemical Co. (1995) 6 . 646-655. Freeze-Out Transactions Subject Introduction/Fiduciary Duties Assignmen t 23 Reading Assignment CB: 727-734 (through the introduction to §7. 9-801-405 Circon (A) Circon (B) Circon (C) VII. v. Inc. Inc. Time Incorporated Paramount Communications. skim 617-618. Inc.
Shareholders Litigation In re CNX Gas Corporation Shareholders Litigation (available on CTools) 7 . Unocal Exploration Corporation In re Pure Resources.Fiduciary Duties (cont. Inc.) 24 CB: 798-815 (through the second full paragraph) Glassman v.
307-325. 277 (first two paragraphs only). Inc.) X. M&A Agreements Subject Letter of Intent/Confidentiality Agreement/The Merger Agreement Assignmen t 25 Reading Assignment MACMP: 275. Review 26 MACMP: 325-351.IX. 353-360. skim 851-856 In re IBP. skim 847-849 Skim Sample Confidentiality Agreement (available on CTools) The Merger Agreement (cont. 282 (beginning with Section 2)-289. Shareholders Litigation Cases/Case Studies/Problem Sets 8 .
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