Mergers & Acquisitions in High Tech (M. Kenn*dy)

This course seeks to demystify the deal-making process by examining how people actually negotiate transactions, why they act the way they do, how the multitude of laws and regulations applicable to transactions shapes the conduct of these actors, and focuses heavily on the role of lawyers in transactions from advising the board of directors to drafting documents.

Since 1991, Mergers and Acquisitions have grown in importance in the capital markets and have become the preferred exit strategy for investors. A typical merger transaction involves both time constraints and dealing with a host of legal and social issues simultaneously such as: formulating negotiating strategy, complying with securities law, soliciting proxies, document preparation, board governance and fiduciary duties, employment law issues and antitrust concerns. We will utilize actual transactions involving technology companies to illustrate how lawyers and their clients address these areas. The course will highlight valuation and other areas germane to technology and emerging growth companies and explain the impact of recent regulatory reforms (such as Sabannes-Oxley) on the market for corporate control. We will use real-life examples of how current problems (such as options backdating) arise and are addressed in the context of a transaction. Students will participate in a mock negotiation regarding an actual transaction. Students should exit the course with not only an understanding of how deals are done, but also why they are done.

Exam Notes: TH