Welcome to Mergers and Acquisitions
This course explores mergers and acquisitions (M&A) in the context of legal practice, covering topics including deal structures, takeover methods and defenses, valuation, due diligence, definitive agreements, regulatory compliance, and board standards.
Transcript
Welcome to Mergers and Acquisitions, or as the cool kids call it, M&A! This course features 26 lesson videos divided into seven chapters. Designed for 2Ls and 3Ls, this course explores mergers and acquisitions within the context of legal practice.
Chapter one kicks things off with an introduction to some must-know M&A concepts. First, we’ll begin by learning about the various federal and state laws that govern M&A activity. Next, we’ll meet the key players in the deal process....
Welcome to Mergers and Acquisitions, or as the cool kids call it, M&A! This course features 26 lesson videos divided into seven chapters. Designed for 2Ls and 3Ls, this course explores mergers and acquisitions within the context of legal practice.
Chapter one kicks things off with an introduction to some must-know M&A concepts. First, we’ll begin by learning about the various federal and state laws that govern M&A activity. Next, we’ll meet the key players in the deal process. Finally, we’ll discuss the various considerations that influence a company’s decision to buy, sell, or combine companies.
Chapter two gets into the nitty-gritty of transaction structures and processes used to complete M&A transactions. First, we’ll cover statutory mergers, equity sales, and asset sales. Then, we’ll spend a few lessons learning about tender offers and proxy contests.
In chapter three, we’ll explore several important phases of the M&A deal process. We’ll start by covering valuation, first-step agreements, and due diligence, all of which occur during the negotiation phase. Then, we’ll fast-forward and discuss getting the shareholder vote, which is often required to complete M&A transactions. Finally, we’ll conclude with a discussion of the appraisal remedy available to dissenting shareholders.
Chapter four explores the substance of the primary, binding agreement between the acquirer and the target. The chapter begins with an overview of the different types of price and consideration terms. Then, we’ll learn about some of the most important terms in the definitive agreement: representations, warranties, covenants, conditions, and termination provisions.
Chapter five covers the relevant securities registration considerations and antitrust clearance requirements.
Chapter six unpacks the standards a company’s board of directors and controlling shareholders are held to when deciding to sell the company. Specifically, we’ll delve into the business-judgment rule, the entire-fairness standard, and Revlon duties—basically, the board’s guide to not getting sued.
Our seventh and final chapter is all about how a target company can defend against unwanted takeovers. We’ll start with preemptive defense mechanisms designed to scare off hostile bidders. Then, we’ll explore the reactive defenses a target’s board may deploy in response to a hostile-takeover bid. Finally, we’ll discuss the enhanced judicial scrutiny that applies when evaluating a target’s board’s decision to implement these defensive measures.
If you watch all the lesson videos in this course, you’ll gain a deeper understanding of M&A and the related legal concepts, equipping you to confidently ace your exams and navigate legal practice. Let’s get started!
