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Mergers and Acquisitions Workshop: Boardroom Strategies and Deal Tactics

Winter 2013 Course
Meets: M, T, W, Th, F 1:00pm - 4:30pm in WCC Room 2004
3 classroom credits

Successful M&A lawyers (and bankers) provide leadership and judgment in the boardroom and tactical execution at the negotiating table. Taught by a Mergers & Acquisitions partner at Wachtell, Lipton, Rosen & Katz, this workshop is intended to give students exposure to both the macro strategic issues faced by directors in M&A situations (buy-side and sell-side; hostile, friendly and crisis) as well as the tactical issues involved in negotiating acquisition agreements and other transaction documents. Topics to be explored include how buyers select, and then woo, their targets and what tactics buyers might pursue to keep the price low and eliminate com-petition; how target boards respond to acquisition overtures and evaluate bids; how to best structure a sale or auction of a public company; management-led buyouts and the potential for conflicts of interest; distressed company acquisitions and negotiating key provisions of an acquisition agreement, such as representations, "deal protection", closing conditions, walk-away rights and related penalties, and deal financing. The workshop is based around case studies of several real transactions or strategic situations, and makes use of real transaction documents. Students will be expected to make presentations and participate in class discussions and mock strategy and negotiating sessions. Some sessions may feature guest speakers who have been involved in recent deals.

BUSINESS SCHOOL STUDENTS ARE VERY MUCH WELCOME (and have done well in this course in the past), and spaces have been reserved for you. Business School students need not have taken Corporations; cross-listing students from other parts of Harvard should seek permission from Professor Gordon.

Scheduling Note: It is expected that there will be no class sessions the third (final) week of the January term. Accordingly, the class sessions during the first two weeks will run for 3.5 hours in order to fit 13 sessions worth of material into 10 sessions/2 weeks. However, this schedule is subject to change, and students should not count on having no class the third week

Prerequisites: Corporations.

Enrollment limited at 50 students.

Subject Areas: Business Organization, Commercial Law, and Finance , Procedure & Practice .

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