|In this course we will examine going private transactions in which publicly held companies are acquired by affiliates of private equity firms with the participation of the company's management or by controlling shareholders. This is an especially timely topic because management buyouts have become prevalent and controlling shareholder buyouts continue to be controversial. Both types of transactions raise conflict of interest issues because some of the company's directors or officers, who are ordinarily charged with obtaining as much as possible for public shareholders in a sale transaction, are instead attempting to buy the company for as little as possible. We will examine the methods that Delaware law has provided for dealing with these conflicts of interest and whether those methods are likely to be effective. We will also look at a variety of other issues raised by going private transactions, including why they occur, whether they are likely to be beneficial to shareholders in spite of the existence of conflicts of interest, the consequences to society of these transactions and certain conflict and other issues that can arise in these transactions even if they are neither management or controlling shareholder buyouts. Finally, we will examine the role of the lawyers and financial advisors who are involved in these transactions.
The class size will be limited to 70.
There will be one take-home final exam. Grades will be based on the exam and class participation.
Description and/or course criteria last updated: 03/26/2012