MARKS SECTION: This course will cover the principal legal, tax and business issues of mergers and acquisitions. PREREQUISITE: Corporations or permission of the instructor. NOWILL SECTION: This course will cover the principal legal, tax and business issues of business acquisitions. We will explore in depth the legal aspects of acquisitions, principally corporate, securities and tax law and relevant case law, but we will also explore the practical aspects of the business lawyer's role in structuring the transaction, identifying, explaining and negotiating the business/legal terms, negotiating the acquisition agreements and getting the deal done. The course materials will consist of traditional statutory and case materials and explanatory text prepared by the instructors, but will also include "real" legal documents, such as merger/stock purchase/asset purchase agreements, non-competition and employment agreements and regulatory filings. PREREQUISITE: Corporations or permission of the instructor. NOTE: Professor Marks' section of this course satisfies the upper-class professional skills requirement.

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