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Michael Olafusi

MIT: The Law of Mergers and Acquisitions

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You can register on MIT Opencourseware for The Law of Mergers and Acquisitions at https://ocw.mit.edu/courses/sloan-school-of-management/15-649-the-law-of-mergers-and-acquisitions-spring-2003/

About the course

This course is designed to give students an introduction to the law-sensitive aspects of Mergers & Acquisitions (M&A). In Module I, we examine the legal implications of key roles and deal structures, and walk through some of the issues that would typically arise in a simple and friendly transaction. We also give a class to the legal issues arising in LBOs and the legal concerns of financial sponsors more generally, and another class to employment-related issues, including those relating to managers facing unsettled circumstances.

In Module II, we look at a variety of complications, including those that arise in the friendly or unfriendly purchase of a publicly-held company; deals involving distressed and hi-tech companies; antitrust concerns; allegations of misconduct by management or board members; and deals involving non-U.S. companies.


Module I - An Overview of Fundamentals
1 An Overview of Key Players, Their Legal Responsibilities and Early Roles
2 and 3 Tax Considerations in Deal Structures (PDF)
4 Putting the Deal Together (PDF)
5 Employment Law: The Perspectives of Key Employees and of the Corporation as an Employer (PDF)
6 LBOs and the Perspective of Financial Sponsors
Module II - Some Complications
7 Intellectual Property as an Asset; Selling and Buying the Hi-tech Start-up (PDF)
8 The Legal Liability of Managers and Board Members (PDF)
9 Antitrust Concerns and Regulatory Clearance (PDF)
10 The Distressed Company (PDF)
11 and 12 Some Complex Deal Terms, Including Issues That Arise in the Purchase of a Publicly-Held Company
13 Wrap-up

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