LAW 781 - Complex Business Transactions

Merger & acquisition (M&A) transactions involving the sale and purchase of businesses can present unique challenges for both sellers and purchasers, frequently reflecting fast-changing world events, challenging financial environments, constantly evolving and shifting market dynamics and the laws and practices of multiple jurisdictions. These transactions are oftentimes global in nature and may involve transactional and operational uncertainty and risk as a result of government protectionism, sanctions, conflicting legal regimes, export and import controls, national security issues, currency controls, cybersecurity concerns and conflicting business cultures. 
This course explores the legal aspects of selling and purchasing a business, primarily focusing on a private, closely-held company. The aim of the course is to provide an overview of the challenges and the opportunities encountered in such a transaction and, through an experiential process, to build the foundational skills necessary to understand the fundamentals of the transaction. Students will concentrate on learning how to evaluate various legal aspects and analyze, develop and negotiate the terms of a potential transaction as well as agreements addressing all aspects thereof, focusing on how the process and the documents can advance the business objectives of seller and purchaser.
Topics to be addressed will include drafting and negotiating a letter of intent, evaluating the transaction structure, undertaking due diligence and identifying potential legal risks and regulatory issues, with the goal of preparing and negotiating the sale and purchase agreement, developing other transaction documents and preparing for and achieving the closing of the transaction.
This course is designed to expose students to and prepare students for certain fundamental aspects of general corporate practice, whether in-house at a corporation, at a law firm, or in solo practice, by working through the process of completing a transaction for the sale and purchase of a business.
Students will receive a letter grade and will be assessed through a series of assignments during the semester.