General Course Descriptions for Terms: mergers
748 - Antitrust
The course will cover the primary Antitrust laws; the Sherman Antitrust Act and the Clayton Act. It will primarily focus on restraints of trade, monopolization and mergers. It will cover issues that the federal agencies responsible for enforcing the federal Antitrust laws take into account in making their enforcement decisions and the current issues in federal antitrust enforcement.
940 - Taxation of Mergers & Acquisitions
This seminar is entitled “Income Taxation of Corporate Mergers and Acquisitions.” It has been offered for more than a decade (at Wisconsin Law and at Cornell Law). Enrollment is limited to 16 students and Tax I is a pre-requisite. (Tax II is not a pre-requisite and the course will therefore begin with an overview of how corporations are taxed under the Internal Revenue Code). The structure of the seminar is intended to replicate to the greatest extent possible the experience that a new lawyer might have at a law firm or other place of professional employment. Therefore, it is built around a series of “Assignment Memoranda”, each of which sets forth a proposed hypothetical corporate acquisition and asks a series of questions relating to various tax planning issues faced by the acquired and acquiring entities and their shareholders. There will be no final exam but each student will be required to prepare three written “Response Memoranda” during the semester, based on assigned and independent tax research, discussing the issues presented by the acquisition described in that week’s Assignment Memo. Then, each seminar session will be devoted to a discussion of those issues. The emphasis is not on “right” or “wrong” answers but on how a lawyer should approach these types of tax planning questions. The focus is on domestic and not international transactions.
950 - LawMeets Mergers & Acquisitions Boot Camp
953 - SP Bus. Orgs: Corporate Governance & Deals Lab
This experiential course applies business law concepts and theory to the practice of corporate law. Through a series of simulations, students will encounter real-world scenarios and use practical lawyering skills as they learn to negotiate, draft and design the different deal documents in complex mergers and acquisitions and leveraged buyouts; negotiate and draft Private Equity fund formation documents; and simulate real-life cases of shareholder activism and other corporate governance issues. Student will be expected to submit several short written assignments as well as participate in a larger final project. Learning Outcomes - students will have achieved the following: 1. Acquire a basic understanding of the economics of corporate transactions and the practical impact of corporate law on deals and the structure of a business transaction. 2. Demonstrate knowledge of the types of basic legal documents used in corporate settings. 3. Develop a strong understanding of how corporate law theories impact the shaping of the legal landscape. 4. Acquire a basic ability to draft transactional documents and develop a strong understanding of the structure and content of these documents. 5. Acquire a rudimentary research capability in the topics of corporate governance and corporate finance.