Deal Litigation Seminar

This seminar is designed as an introduction to mergers and acquisitions litigation. The course provides both a practical and doctrinal perspective on M&A-related litigation and relies heavily on readings and issues derived from practice in the Delaware courts where much contemporary deal litigation occurs. Students will be asked to apply cases and legal principles in various practical situations that may arise in a transactional litigation practice. Familiarity with basic corporate law principles is assumed. Classes and readings. The first segment of the course will introduce basic doctrinal principles of M&A law and provide an introduction to the litigator's role in the transactional setting. The remaining sessions will revolve around two detailed M&A case studies, with seminar members divided into group roles. The first week of each case study will involve the negotiation and structuring of an M&A transaction. The second week will involve litigation relating to the transaction. As part of the case studies, students will negotiate a transaction, advise their client, take depositions, write briefs and present oral argument. Reading for the case studies will include case scenarios, supporting materials, and additional relevant case law and articles. Written assignments and grading. Students will be expected to write a final paper, in addition to the brief they will write in connection with their assigned case study. Special Instructions: After the term begins, students accepted into the course can transfer from section (01) into section (02) which meets the R requirement, with consent of the instructor. Students taking the seminar for R credit can take the seminar for either 2 or 3 units, depending on the paper length. Corporations (Law 242) is a prerequisite. Elements used in grading: Attendance, class participation, brief writing/oral argument, and paper. CONSENT APPLICATION: To apply for this course, students must complete and submit a Consent Application Form available on the SLS website (Click Courses at the bottom of the homepage and then click Consent of Instructor Forms). See Consent Application Form for instructions and submission deadline. Please note that due to scheduling issues this quarter, class will not meet on April 6 or 13, or May 18, and makeup classes will be scheduled.