NBA 5630 - The IPO and Mergers and Acquisition Process

Spring. 3 credits.

T. Willett.

Gives students an in-depth look at initial public offerings and deal structures from a practitioner’s point of view. With respect to initial public offerings, the course covers the applicable statutory framework, pre-offering corporate preparations, the due diligence process, the implementation of corporate governance policies appropriate for a public company, the offering registration process, liability under federal securities laws, the Securities and Exchange Commission review process, underwriting arrangements, and selection of a trading forum. Regarding deal structures, the course explores choosing an appropriate transaction structure, deal financing alternatives, due diligence, public company transaction issues, and crucial legal aspects of the acquisition, such as caps/collars, letters of intent, successor liability, continuity of employees, and noncompetition agreements.