Beruflich Dokumente
Kultur Dokumente
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
Reading Assignment
CB: 1-14
II. Mergers
Subject
Assignmen
t
Reading Assignment
Assignmen
t
Reading Assignment
CB: 139-148
Assignmen
t
Reading Assignment
10
The Acquisition of
Consolidated Rail Corporation:
A Case Study
11
Assignmen
t
12
Reading Assignment
MACMP: 699-703
Supplemental Tax Materials (available on
CTools)
13
14
CB: 16-18
Assignmen
t
Reading Assignment
15
Introduction to Takeover
Defenses
16
Legal Standards
17
18
CB: 576-585
19
Circon (A)
Circon (B)
Circon (C)
Assignmen
t
20
Reading Assignment
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
21
22
Assignmen
t
Reading Assignment
Introduction/Fiduciary Duties
23
24
Assignmen
t
25
Reading Assignment
26
X. Review