This intensive one-credit course will take six students through a fast-paced, real-life M&A situation over the course of a single weekend. Past years have had students represent a hypothetical client that has received an unsolicited takeover, or represent a company in the final days of a public company sale transaction. Students will be informed of the scenario a few days in advance, and provided with the relevant background materials, in order to be ready for the weekend. The students will play the role of associates in a firm that is the outside counsel to the company that is the subject of the scenario. The goal of the course is to simulate through this hypothetical M&A scenario, the legal skills needed to guide a client’s strategic and tactical business decisions in a real-life M&A situation.
This course will be highly interactive. Working in teams and individually over the weekend, the students will finalize legal documents and prepare and deliver presentation materials to the company’s Board of Directors. They will also brief the Board on its fiduciary duties under Delaware law in the context of the scenario. The course will begin on Friday evening (or on Wednesday evening for Professor Stebbins’s February section) and continue throughout the course of the weekend, culminating in a simulated Board meeting on Sunday. The students will be allocated tasks throughout the weekend as they would in a real life/real time private practice situation. The students will work with a practicing M&A lawyer from an international New York City firm as the "partner" on the matter who will give out assignments, review written material, and otherwise coordinate the team.