Mergers & Acquisitions

B582 is taught by Greene

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 9)

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 B582/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 Learning Objectives

As a cross-listed course (with Kelley), the learning objectives for Maurer students differs slightly from those which apply to business school students. Here is an edited version, of the Kelley LOs Maurer edits are italicized/underlined.

After taking this course, you should be able to:

1. Assess M&A as a means to achieving an organization s strategy

2. Understand the M&A life cycle/process

3. Understand the concepts normalized TTM EBITDA and a working capital peg , and how to draft legal documents reflecting these (and other) financial/accounting concepts.

4. Understand how a company is valued

5. Incorporate uncertainty (risk and synergies; operating, financial, tax, legal) into pricing

6. Develop a transaction structure that mitigates/allocates risk

7. Assess legal risks associated with a transaction, especially those relating to corporate governance

8. Navigate legal agreements relating to an M&A transaction (LOI, definitive agreement) and understand key concepts included therein (representations and warranties, covenants and conditions)

9. Negotiate a transaction in a competitive environment

10. Recognize the human element in an M&A transaction

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).

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