Lecture 10 Notes: Publically Held Companies
Public company M&A transactions
The process by which a public company (pc) transaction gets done.
PCs have institutional investors, regular scrutiny, and media attention. (Different
from private M&A).
Lecture 2 Notes Liabilities and Damages
duty to respect protected interest (reasonable care)
failure to meet the duty
harm to another
caused by the failure
Lecture 9 Notes: Purchase Agreements
Stock Purchase Agreement prepared by Kirkland and Ellis.
1.) Buyers counsel prepares agreement (Seller responds) 2.)
- Why did buyer pick specific language? How does the seller respond?
Lecture 5 Notes: Banking Contracts
Did she have the power to bind the banks?
- Credit line for $500,000
You would get credit, b/c shes an agent who has authority, but she actually had
Lecture 8 Notes: Tax Considerations
Tax considerations in transaction are important in knowing why a deal is done
one way or another.
To structure a transaction ask what is the legal form pass through entity?
Partnership, S corp., C corp. subsidiary of
Lecture 7 Notes: Mergers
Merger: you can merge companies by finding a paper with the Sec of State of Delaware.
New corporations possess all the rights, privileges, properties.
Lease goes over to new company
here is an ongoing debate whether patent law
Lecture 13 Notes: Forms of Business
The manager and M&A
Forms of doing business
What is it like to be a manager?
Will there be jobs
Conflict of Board of Directors
Position of acquiring
We have a system called At will
Lecture 12 Notes: International M&A
Why Intl M&A is different?
International JVs (joint ventures)
I. Why Intl M&A is different?
For the large part domestic and international deals are not that different.
There are same issues, cove
Lecture 11 Notes: Fiduciary Duties
Tie law to practicalities.
The CEO cant be in room due to conflict of interests
beware of law suits, and
avoid financial interests.
Cronism: social relationships, (non-financial)