This week course considers the law of mergers and acquisitions in the United States—that is, the rules that govern the combination of business enterprises under American law.
It begins with basic background in U.S. corporate law, including why economic actors use corporations to pursue business affairs, how the separation of ownership and control of the corporation gives rise to agency costs, how shareholder voting to elect the corporation’s directors influences those costs, and the fiduciary duties of directors under Delaware law, the dominant source of state corporate law in the United States.
Why should you choose the M&A Course in USA from ISDE?
- Lectures will be given by Robert J. Jackson, a Professor of Law who has testified about his work before the U.S. Senate and whose research has been the subject of rulemaking commentary before several federal agencies. Moreover, Law School students honored Jackson with the Willis L.M. Reese Prize for Excellence in Teaching.
- You will learn the basic background in U.S. corporate law, as well as about mergers and acquisitions and the typical structure and regulation of those transactions under American law.
Each class will be feature a fifteen-minute break at the approximate midpoint of our session. Active participation is encouraged and expected.
For each of the four sessions, Professor Jackson has selected Reading Materials for the students consideration, and a separate Reading Materials packet will be provided for each session with a cover page describing the required reading. The materials are drawn principally from WILLIAM T. ALLEN, REINIER KRAAKMAN AND GUHAN SUBRAMANIAN, COMMENTARIES AND CASES ON THE LAW OF BUSINESS ORGANIZATION (3d ed. 2009) (“AKS”).
Statutory and regulatory background
Occasionally the students reading in AKS will refer to regulations and statutes that will provide helpful background for the discussion. For example, AKS may refer to regulations promulgated by the United States Securities and Exchange Commission (“SEC”), which govern virtually all large American corporations. In addition, AKS will often refer to statutes enacted by American state legislatures, and particularly the Delaware General Corporation Law (“DGCL”), because the majority of large U.S. public companies are subject to Delaware law. In those cases, Professor Jackson has noted the relevant regulations are statutes that students should review and have provided the text of those regulations or statutes in a separate part of the Reading Materials entitled Statutory and Regulatory Background.
Additional materials on recent developments
Although students will be reading a relatively recent edition of AKS, U.S. corporate law is constantly changing, and in many cases there are new developments of which students should be aware. In these cases, Professor Jackson has described these recent developments in the cover page to the Reading Materials and included the text of relevant judicial decisions or announcements in a separate part of the Reading Materials entitled Additional Materials on Recent Developments.
Professor Jackson will provide the PowerPoint slides that he will use for each session in advance of each lecture. You may find it helpful to have these slides handy during the sessions so that you can follow our discussion.
Phone: (+34) 911 265 180