|In this course we will examine conflicts of interest in mergers and acquisitions, and especially in 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. Both types of transactions raise conflict of interest issues because some of the company's directors or officers, who are charged with protecting the public shareholders, may be accused of having interests adverse to those of the public shareholders.
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 transactions even if they are neither management nor controlling shareholder buyouts. Finally, we will examine the role of the lawyers and financial advisors who are involved in these transactions.
This course will be heavily focused on legal issues. However, studying these issues should be helpful to Booth students with an interest in mergers and acquisitions.
The class size will be limited to 70.
There will be a take home final exam. Grades will be based on the exam and class participation.
Description and/or course criteria last updated: 06/2013