Corporate Acquisitions
This course examines the phenomenon of corporate acquisitions from financial and transactional perspectives. It begins with a review of the various explanations offered for why acquisitions take place -- for example, tax incentives, displacement of inefficient management, synergy. Each explanation is then evaluated for its consistency both with capital market theory and with a growing body of empirical evidence concerning return to the shareholders of both acquiring and target companies as a result of acquisitions. The course then shifts to a transactional perspective and considers the alternative acquisition techniques which corporate law affords and the planning considerations that bear on the choice among those techniques. The final portion of the course tries to mesh financial and transactional perspectives in examining the structure of a typical acquisition agreement.