Transaction Simulation: Auction and Sale of a Private Company

Practice Area: Mergers & Acquisitions This course is one of the semester-long transaction simulations offered as part of the Transactional Law Program. The simulated transaction is the acquisition in a merger transaction of a privately-held company in the single-cup coffee brewing industry (the "Company") through an auction process. The course will cover the key stages and lawyering tasks in the transaction, including reviewing and commenting on a financial advisor engagement letter, reviewing and revising confidentiality agreements with potential bidders, reviewing a first-round bid procedures letter and evaluating initial indications of interest from bidders, and conducting due diligence. As the auction process proceeds, the class will be divided into teams representing a potential purchaser or the Company for various additional steps in the transaction, including negotiating and revising the Company's "auction draft" merger agreement, preparing disclosure schedules, drafting materials relating to obtaining board approval, and preparing closing documents in connection with the closing of the transaction. Students will perform the key analytical, drafting and other legal tasks required to effectively represent their respective clients during these stages of the transaction. The course also addresses certain ethical issues that may arise in transactions of this kind and in transactional practice generally. The course grade will be based on individual class participation, drafting assignments and contributions to team efforts. CLASS SIZE: Limited to 12 students. PREREQUISITE OR COREQUISITE: Contract Drafting. NOTES: This course counts toward the 6-credit Experiential Learning requirement and also satisfies the Transaction Simulation requirement of the Transactional Practice Concentration. GRADING NOTICE: This course does not offer the CR/NC/H option. ATTENDANCE REQUIREMENT: A student who fails to attend the first class or to obtain permission to be absent from either the instructor or the Registrar will be administratively dropped from the course. Students who are on the wait list are required to attend the first class to be considered for enrollment. Because the course involves regular in-class exercises, some of which are done in teams, and class participation is a significant component of a student's final grade, regular class attendance is essential and thus the course cannot accommodate flexibility in attendance.