Transaction Simulation: Public Company Go-Private

This course is one of the semester-long transaction simulations offered as part of the Transactional Law Program. The simulated transaction is the 2020 “go-private” transaction pursuant to which Dunkin Brands was de-listed as a public company and taken private through an acquisition by a privately-owned buyer. This course will provide students the experience of being junior lawyers working on the Dunkin’ go-private through simulations of elements of the transaction, with different areas of focus each week of the course. Students will engage in group and individual simulation work on topics including how a public company’s leadership team communicates with prospective buyers in compliance with selective disclosure and other regulatory requirements, directors’ fiduciary duties to shareholders, SEC reporting requirements, , go shop/no shops, break-up fees, fairness opinions and the dynamics and challenges of working with a private equity buyer. Students will also practice counseling skills relating to how a public company management team interacts with its board, how and when to engage with a public company’s employees without disclosing inside information, how lawyers work best with financial advisors and boards of directors and considerations of risk in the context of a no-indemnity transaction. Because the acquisition of a public company has fulsome disclosure documents, including the proxy statement, the simulation will allow for research, study, discussion and simulation of actual issues that arose in the transaction. The course grade will be based on class participation and graded drafting assignments. CLASS SIZE: Limited to 12 students. PRE-REQUISITES: Recommended as a co- or pre-requisite, but not required: Corporations (JD816) and Contract Drafting (JD788). NOTES: This course counts toward the 6 credit Experiential Learning requirement and satisfies the Transaction Simulation requirement of the Transactional Practice Concentration. GRADING NOTICE: This course does not offer the CR/NC/H option. ATTENDANCE REQUIREMENTS: 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.