MERGERS & ACQUISITIONS

This course provides an advanced analysis of mergers and acquisitions covering statutory and case law, as well as relevant doctrines with particular attention to the policy reasons

Law and Economics – Corporate and Business Law, Antitrust and Regulation

Upon successful completion of this course, you should be able to: • understand and explain the structure and impact of the 2025 DGCL amendments; • apply core M&A doctrines to complex fact patterns; • draft key provisions in M&A agreements; • analyze and critique litigation strategies in M&A cases; • collaborate effectively in professional legal teams

Designed as an advanced course, building on prior corporate law coursework, the course covers key M&A doctrines, recent developments in Delaware law (including a recap of the 2025 DGCL amendments with SB 21), examining their implications, controversies, and constitutional challenges, with particular attention to the role of private equity, venture capital, and hedge funds in shaping modern dealmaking and governance dynamics. Then the course turns to advanced M&A transactional practice and M&A litigation. In the transactional segment, students will revisit core doctrines with greater nuance, draft key provisions of M&A agreements, and assess how corporate law shapes deal structures, including sponsor-driven transactions and investment strategies of private capital actors. Topics will include the fiduciary duties of acquiring and selling boards of directors and other relevant doctrines. This segment will also include three sessions led by three practitioners from major U.S. law firms. In the litigation segment, major M&A cases will be analyzed with particular attention to strategic, doctrinal, and policy dimensions, including disputes involving private equity sponsors, venture-backed companies, and hedge fund activism. Approximately one-third of the class focuses on practical skills: students will work in teams on six problem sets simulating real-world transactional and litigation scenarios, including those involving private capital participants, to develop analytical, collaborative, and communication abilities.

The course includes five main sets of materials; however, the Course Packet—along with the cases, statutes, and regulations it references—is the only required material. They are as follows: 1. Course Packet (articulated in 10 Sections). We will use slides as a teaching/learning aid throughout the course. These slides constitute the Course Packet. The Course Packet covers the entire program and is what you need for the final exam. The Course Packet is articulated in 10 Sections—I will gradually post these Sections on MyLuiss (before the class meetings during which we cover the corresponding topics). Therefore, before the end of our sessions, the entire Course Packet will be available on MyLuiss. (This Course Packet is also referred to as ‘Packet Sec. [the number of the section]’ in the Course Schedule) 2. Course Casebook. In addition to the Course Packet, I will make a customized Casebook available on MyLuiss. This Course Casebook contains a carefully curated selection of legal precedents that are essential for grasping the foundational principles and applications of the concepts we will cover throughout the semester. If you have a particular interest in a topic, you are encouraged to read the relevant cases. Nevertheless, you are only required to read the cases specifically cited in the Course Packet. 3. Supplemental Resources. The Course Packet and the Course Casebook will be the main reference for our course. While all essential information found in the exam has been provided herein, should you feel the need for further context, you may also consult the following supplementary resources: i. Bainbridge & Anabtawi, mergers and acquisitions: a transactional perspective, 2nd ed. (2022) (this book is also referred to as ‘B&A’ in the Course Schedule); ii. You are also welcome to consult any casebook you prefer—such as Allen, Kraakman & Khanna, Commentaries And Cases On The Law Of Business Organization, 6th ed. (2021)—or retrieve the cases from other sources, provided that you read the cases cited in the Course Packet. 4. Additional Materials. From time to time, we might also supplement slides with additional materials (research papers, excerpts, cases if not available in the Course Casebook, practice tests), which will be distributed through MyLuiss in due course. 5. Statutes and Regulations. Statutes and regulations are extremely important. You must read the key provisions discussed in the course packet and cases. All the statutes are public domain and available online (all relevant statutes are available through Westlaw and/or Lexis and/or elsewhere—e.g., see Delaware General Corporation Law, https://delcode.delaware.gov/title8/c001/index.html). I also encourage you to consult the ‘Links of Interest’ that I posted on MyLuiss.

To provide both theoretical grounding and practical insight, the course combines three types of sessions—doctrinal and case law discussions, problem set workshops, and transactional practice simulations—each designed to serve a distinct pedagogical objective. Session Types: 1. Doctrinal and Case Law Sessions These sessions establish the legal and theoretical foundation of the course. We will closely examine landmark and contemporary decisions, statutory provisions, and scholarly debates that shape the legal architecture of M&A. Discussions will integrate doctrinal analysis with critical perspectives on corporate law and governance. Objective: Build a strong doctrinal foundation and interpretive skillset through case law and statutory analysis. 2. Problem Set Sessions These sessions are interactive, team-based workshops built around realistic hypothetical scenarios. Students apply doctrinal knowledge to practical problems, developing the analytical and strategic thinking needed for transactional practice. Collaboration and structured reasoning are encouraged. Objective: Strengthen legal analysis and practical judgment by applying concepts to real-world-inspired M&A fact patterns. 3. Transactional Practice Sessions These simulation-based sessions immerse students in the structure and negotiation of actual M&A transactions. Led by guest practitioners from major law firms, each session focuses on a distinct deal type or agreement. Students will analyze contract provisions, explore risk allocation, and gain insight into the deal process from a lawyer’s perspective. Objective: Develop transactional fluency, strategic thinking, and client-oriented problem-solving through exposure to live deal mechanics.

Your grade will be based on a three-hour, in-class, restricted open-book exam, administered at the end of the semester. The exam will include essay questions, two-step-short-answer questions, and issue spotters. Through the final exam, I will assess your ability to spot legal issues, analyze them in a way that reflects command of the relevant doctrine, and discuss theoretical and practical implications as well as the underpinning policy. Strong answers also benefit from clear writing, logical organization, and good judgment. I value answers that tackle the core issues thoroughly much more than essays that merely recite every tangentially relevant legal rule. Over the course of the semester, you will be grouped in small teams and assigned six problem sets, each built around a realistic transactional scenario. These are designed to simulate the kinds of analytical and drafting tasks junior lawyers face in practice. The completion and accuracy of these challenges will be considered towards the final grade: in particular, your final grade may be adjusted by one increment—half a grade up or down—based on class participation and problem set completion (e.g., ‘26’ may become ‘27’). In addition, throughout the course, students will engage with real-world transactions presented in class, providing exposure to how legal principles are applied in practice and deepening their understanding of complex deal dynamics.

Final grade ≥ 28