BUS-201: Mergers and Acquisitions
Welcome to LawShelf’s video-course on Mergers and Acquisitions. This course focuses on myriads of legal issues that are implicated when firms combine or buy one another out. These include securities and antitrust legal issues as well as practical issues.
This is an intermediate level course and it is recommended that you take LawShelf’s video course on business organizations or come into the course with some exposure to this area of law. We will begin the course by discussing regulatory issues that confront all proposed mergers and acquisitions. We will also introduce you to the players in the mergers and acquisitions market, including legal professionals, regulators and bankers. Module 2 continues our overview of the regulatory environment of mergers. We will apply antitrust laws to mergers, especially the Sherman Act. We will then move to the effects of securities laws and the SEC on proposed mergers. Module 3 covers hostile takeovers. After defining the term, we’ll discuss the market factors that make firms ripe for being taken over forcefully. We’ll also look at tactics employed to achieve hostile takeovers and possible defenses available to management who do not want to be forcibly taken over. In Module 4, we’ll turn the to process of “friendly” mergers. We’ll look at the potential benefits to both firms of a merger and then turn to a step-by-step discussion of the merger process. We’ll also look at the tax and legal implications of merging, especially when the merger involves a share exchange. Finally, the last module looks at post-merger issues such as forming a new legal entity, reporting requirements and assuming liability risks of the pre-merger companies. We’ll also look at two special types of mergers: international mergers and acquisitions of private companies.
We hope this course will familiarize you with this important area of corporate law and will give you working knowledge of the complex process of two companies joining together. Best of luck and we welcome your feedback.