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Spring 2022 Course

Cross Border M&A: Drafting, Negotiation & the Auction Process

Prerequisite: Corporations. For LLM students with applicable experience or courses, permission of the instructor to waive the requisite is required.

Exam Type: No Exam

In today’s economy, transactions are becoming increasingly global in nature, often crossing more than one border and implicating the laws and market practices of more than one jurisdiction. Cross-border transactions present unique challenges from both the seller’s and buyer’s perspective that require an in-depth understanding and appreciation of the key practical and theoretical issues they present. This course will familiarize students with these types of transactions and the unique challenges they present in order to aid them in their transition into the practice of modern-day corporate counsel.

This semester-long course will be divided into three segments. The first segment will consist of four sessions structured as interactive lectures focused on the fundamentals of cross-border M&A transactions, the unique cultural and state challenges they present, and basic finance and the basics of an organized sales process. The second segment will consist of five sessions in which students will participate as parties to a transaction and engage in a simulated auction process for the sale of a business division of an international company with a diverse pool of potential buyers. Student groups will negotiate the material aspects of the transaction and mark-up an auction draft purchase agreement. The third segment will consist of three classes where each of the student teams will be asked to present their final proposals to a simulated board of directors by providing their board with an overview of the final purchase agreement, key terms of the transaction, and an explanation of the risks and benefits associated with the negotiated terms.

This course is designed for students interested in transactional work and those with a desire to understand the real-world implications of today’s global economy.