Mergers & Acquisitions

B582 is taught by

Duration: 7-weeks (offered only in the first 7-weeks of the spring semester#note this course is NOT on Law School schedule, classes start on Tuesday, January 10)

This course is a survey of #M&A#. The classes follow the life cycle of a deal: from strategy to deal search to valuation to due diligence to structuring to negotiating to post-merger integration.

The following topics are covered in A570

Subject # of class periods

Strategy, Deal Search/Origination 2

Valuation 3

Due Diligence 1

Structuring: Financing, Earn-outs, Tax and Accounting 2

Legal issues (including documentation) 2

Negotiation 1

Post-merger integration 1

Course Mission and Goals

The academic mission of this course is to survey the drivers of success in mergers and acquisitions (M&A) and to develop your skills in the design and evaluation of these transactions. The course should enable you to:

# Master the language and processes of M&A. Basic knowledge about the field of M&A is the foundation for effective work in a wide range of fields including investment banking, transaction services (e.g. due diligence, purchase price allocation, accounting-related deal structuring), corporate development, consulting and legal transactional work that are directly involved in the M&A arena.

# Identify M&A issues worth attention. This course highlights elements in the structure and process of every M&A transaction that deserve professional scrutiny.

# Analyze an M&A transaction rigorously. Valuation analysis is a core skill in M&A and is supplemented by analyses of strategy, dilution, financing, risk management and legal issues.

# Participate constructively in the negotiation of a deal. In the real world, the most vexing problems are the ones that don#t lend themselves to #right# and #wrong# answers because the outcome is not something that you control. The #success# of an M&A transaction is affected not just by the actions of the buyer, or even the buyer and the seller, but on the actions of other prospective buyers, regulators, customers, unions, lenders, and advisors. Recognizing these competing forces is key in any negotiation.

This course is cross-listed with the Kelley School of Business (and the majority of the students are from the Kelley graduate programs). B582 should be particularly useful for students seeking careers in corporate transactional work, whether as a corporate lawyer, tax lawyer or investment banker. Some background/knowledge of corporate finance/accounting is strongly recommended. A key element of the course is a week-long team-based negotiation of an acquisition (including price, structure and conditions).

Professor Broughman is teaching a new course #Legal Issues in Mergers and Acquisitions# (also, perhaps confusingly, #numbered# B582) that is designed to follow and supplement the material in the Kelley version of the course. There is little to no redundancy between the two courses and one would benefit from taking both.

Please note: This class meets according to Kelley School of Business regulations and calendar.