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An overview of the basic legal principles of mergers and acquisitions, intended for lawyers new to the practice of corporate law, seasoned attorneys who are not M&A specialists, or investment bankers and other M&A professionals. The course focuses principally on state corporate law, federal securities laws, federal income tax law, antitrust law, accounting issues, and Hart-Scott-Rodino premerger notification issues arising in the three basic structures of an M&A transaction: the acquisition of the stock of a target, the acquisition of the assets of a target, and the acquisition of a target in a direct or triangular merger. In each case, the consideration paid will be either cash or stock of the acquiror, and the target will be either a closely held or publicly held corporation. Other topics addressed briefly are the negotiation of �walk rights,� indemnification provisions, and other key provisions of an acquisition agreement.

Introduction to Legal Principles for Mergers and Acquisitions
    I. Introduction
    II. 10 Building Blocks of Merger Analysis
        A. Overview: 10 Building Blocks
        B. Building Block #1: Understanding the M&A Marketplace
            1. Understanding the M&A Marketplace
            2. Current Marketplace
        C. Building Block #2: Strategic Vision and Valuation
        D. Building Block #3: Regulatory Analysis
            1. Regulatory Analysis
            2. Process for Analyzing Mergers (1)
            3. Process for Analyzing Mergers (2)
        E. Building Block #4: Fiduciary Duties of Directors
        F. Building Block #5: Pre-Deal Issues
        G. Building Block #6: Structuring a Deal
            1. Structuring a Deal
            2. Stock Acquisition
            3. Asset Purchase
            4. Private Company Merger
            5. Reverse Subsidiary Merger
            6. Public Forward Subsidiary Merger
            7. Binding Share Exchange
            8. Short-Form Merger
            9. Tender Offer (1)
            10. Tender Offer (2)
        H. Building Block #7: Acquisition Agreement
            1. Acquisition Agreement (1)
            2. Acquisition Agreement (2)
        I. Building Block #8: Announcement
        J. Building Blocks #9 and 10: Closing and Post-Closing Issues
    AfterWords^SM