MERGERS AND ACQUISITIONS

Winter 2011
Professor Alicia Davis
Course Materials - The required materials for the course are the casebook (CB), Peter V. Letsou, Cases and
Materials on Corporate Mergers and Acquisitions (2006); selected Harvard Business School case studies (HBS
Cases); and course pack materials excerpted from Therese H. Maynard, Mergers and Acquisitions: Cases,
Materials and Problems (1st and 2nd eds., 2005 and 2009) (MACMP).
Assignments - An assignment sheet for the course is attached. Each numbered assignment roughly corresponds
to one class period, but certain units of assigned readings may take more than one class period to discuss.
Please note that assignments are subject to change.
HBS Cases - The HBS Cases are based on actual business and legal situations. Please do not do outside
research related to any of the HBS Cases before we discuss the cases in class.
Final Exam - The final exam is a four-hour, open book exam. The exam will consist of multiple choice and
essay questions. During the exam, you may refer to the course materials, your class notes, outlines that you
prepared yourself or participated in preparing and a foreign language (translating, non-legal) dictionary. You
also may use a calculator or spreadsheet program during the exam. No treatises, commercial outlines or other
outside materials may be used. At the conclusion of the exam, in addition to your answers, you must return the
exam booklet. A failure to return the exam booklet in its entirety will result in your final course grade being
dropped a full letter grade (e.g., from B+ to C+).
Group Simulation - You will be required to form groups and complete a simulation exercise. I will provide
details on the simulation later in the semester.
Class Participation - Class discussions are richest when as many of you as possible are prepared to participate.
However, I understand that a variety of circumstances may prevent you from preparing for class on any given
day. Therefore, if you are unprepared on a particular day, please email me by 9:30 AM on the day of class to let
me know you will be unable to participate in the upcoming class discussion. You are neither required nor
expected to give me a reason for your lack of preparation.
Being Prepared Being prepared means you have completed all of the assigned reading, have made a good faith
attempt to understand the key issues, and are able to give a well thought-out and reasoned response to each
assigned discussion question. If you are not prepared for class, you should opt out of class discussion.
Attendance Regular attendance is required. If you are unable to attend a class session, please email me in
advance to let me know you will not be present.
Distractions You may not access or use the Internet, email, instant messaging, games and the like while class is
in session. Laptop computers may be used during class only for note taking.
Grading - Your course grade will be based on your performance on the final exam (85%) and the group
simulation project (15%). Additional points for consistently outstanding contributions to class discussions also
may be factored in to the final course grade.
CTools Please check CTools regularly for assignment questions, class announcements and supplemental
materials of particular relevance to the course that I may post from time to time.

Office Hours/Questions - My office is 437HH. I will hold regular office hours from 1:30 PM 3:30 PM on
Wednesdays. You also may contact me by phone (734-763-2221) or e-mail (alidavis@umich.edu) to schedule
an appointment outside this time. Substantive matters are best discussed in person, but if you have a question
about administrative matters, please feel free to email me.

ASSIGNMENTS
I. Introduction to M&A
Subject

Assignmen
t

Overview/The Time Warner

Merger: A Case Study

Reading Assignment

Cases/Case Studies/Problem Sets

CB: 1-14

Time Inc.s Entry into the Entertainment Industry (A)

HBS Case: 9-293-117

II. Mergers
Subject

Assignmen
t

Transactional Forms and

Voting/Appraisal Rights
Transactional Forms and
Voting/Appraisal Rights (cont.)

Reading Assignment

Cases/Case Studies/Problem Sets

CB: 33-42; 52; 415-419

MACMP: 47-51; 77-81; 731-733 (to the extent

necessary to answer the questions in Problem
Set No. 5)

Problem Set No. 1 (except Question B.2)

Problem Set No. 2*
Problem Set No. 5*

Appraisal Rights - Determining

Fair Value

HBS (Darden) Case: UV0112 (pp. 1-4; 7-9; 1420)

CB: 441 (introduction to 4.3 only); 452-453
(introduction to 4.3(B) only); 461-477

Methods of Valuation for Mergers and Acquisitions

Kleinwort Benson Limited v. Silgan Corporation
Gonsalves v. Straight Arrow Publishers, Inc.
Cavalier Oil Corp. v. Harnett

Kohler Co.: A Case Study

HBS Case: 9-205-034

Kohler Co. (A)

Ignore all MBCA-related sub-questions.

III. Asset and Stock Acquisitions

Subject

Assignmen
t

Transactional Forms and Voting

Rights

Asset Sales State Law

Considerations

Reading Assignment

Cases/Case Studies/Problem Sets

CB: 136-139; 165-168

Problem Set No. 3

MACMP: 59-61; 73-75

Problem Set No. 4*

CB: 139-148

Gimbel v. The Signal Companies, Inc.

Katz v. Bregman
Hollinger Inc. v. Hollinger International, Inc.

IV. Federal Securities Laws and State Tender Offer Regulation

Subject

Assignmen
t

Federal Securities Laws

Reading Assignment

Cases/Case Studies/Problem Sets

MACMP: 247-253 (through first paragraph);

257-260

Basic Incorporated v. Levinson

CB: skim 75-93; skim 109-114; 126-134

The Hewlett-Packard
Compaq Merger: A Case Study

Federal Securities Laws

(cont.))/State Tender Offer
Regulation

10

HBS Case: 9-104-048

Hewlett-PackardCompaq: The Merger Decision

MACMP: 290; 302 (beginning with Note 2)

306 (through the third paragraph)
MACMP: 361-365
CB: skim 183-188; skim 259-260; skim 261273; skim 276-279; skim 302-307; 371
(introduction to 3.3 only); 394-401

Ignore all MBCA-related sub-questions.

The Acquisition of
Consolidated Rail Corporation:
A Case Study

11

HBS Cases: 9-298-006; 9-298-095

The Acquisition of Consolidated Rail Corporation (A)

The Acquisition of Consolidated Rail Corporation (B)

V. Tax, Accounting and Antitrust Considerations

Subject
Tax Considerations

Assignmen
t
12

Reading Assignment

Cases/Case Studies/Problem Sets

MACMP: 699-703
Supplemental Tax Materials (available on
CTools)

The CoMark LBO: A Case

Study

13

HBS Case: 9-202-090

Accounting and Antitrust

Considerations

14

CB: 16-18

Brazos Partners: The CoMark LBO

Antitrust Materials (available on CTools)

VI. Fiduciary Duties Related to Takeover Defenses

Subject

Assignmen
t

Reading Assignment

Cases/Case Studies/Problem Sets

HBS Cases: 9-898-120; 9-897-064

American Cyanamid (A) & (B) Combined

American Cyanamid: A Case

Study

15

Introduction to Takeover
Defenses

16

CB: 491-493; 501-520 (through first paragraph)

Legal Standards

17

CB: 522-523 (Introduction to 5.3 only); 536546; 557-576

American Cyanamid (C): Epilogue

Unocal Corporation v. Mesa Petroleum Co.

Paramount Communications, Inc. v. Time Incorporated
Moore Corporation Limited v. Wallace Computer Services,
Inc.

Legal Standards (cont.)

18

CB: 576-585

Blasius Industries, Inc. v. Atlas Corporation

Mercier v. Inter-Tel, Inc. (available on CTools)

Circon: A Case Study

19

HBS Cases: 9-801-403; 9-801-404; 9-801-405

Circon (A)
Circon (B)
Circon (C)

VII. Fiduciary Duties in Sales of Control

Subject
Overview of Deal Protection
Devices/Director Duties

Assignmen
t
20

Reading Assignment

Cases/Case Studies/Problem Sets

CB: 611-613; skim 613-615; 615-617; skim 617618; 618-620; skim 620-622; 622-624; skim 624625; 625-626; 646-655; 685-704

The Company Sale Process (background reading)

Paramount Communications, Inc. v. Time Incorporated

HBS Case: 9-206-108

Director Duties (cont.)

21

Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.

Paramount Communications, Inc. v. QVC Network, Inc.

CB: 626-630; 713-725

Lyondell Chemical Co. v. Ryan (available on CTools)

Omnicare, Inc. v. NCS Healthcare, Inc.

Director Duties (cont.)

22

In re: Netsmart Technologies, Inc. Sholders Litigation

(available on CTools)
The Upper Deck Co. v. The Topps Co., Inc. (available on
CTools)
In re: Lear Corp. Sholder Litigation (available on CTools)

VIII. Freeze-Out Transactions

Subject

Assignmen
t

Reading Assignment

Cases/Case Studies/Problem Sets

Introduction/Fiduciary Duties

23

CB: 727-734 (through the introduction to 7.2

only); 769-798

Weinberger v. UOP, Inc.

Kahn v. Lynch Communication Systems, Inc. (1994)
Kahn v. Lynch Communication Systems, Inc. (1995)

Fiduciary Duties (cont.)

24

CB: 798-815 (through the second full

paragraph)

Glassman v. Unocal Exploration Corporation

In re Pure Resources, Inc. Shareholders Litigation
In re CNX Gas Corporation Shareholders Litigation
(available on CTools)

IX. M&A Agreements

Subject
Letter of Intent/Confidentiality
Agreement/The Merger
Agreement

Assignmen
t
25

Reading Assignment

Cases/Case Studies/Problem Sets

MACMP: 275; 277 (first two paragraphs only);

282 (beginning with Section 2)-289; 307-325;
skim 847-849
Skim Sample Confidentiality Agreement
(available on CTools)

The Merger Agreement (cont.)

26

MACMP: 325-351; 353-360; skim 851-856

X. Review

Research Paper help

https://www.homeworkping.com/

In re IBP, Inc. Shareholders Litigation