This course will focus on both the business and legal elements of merger and acquisition activities. It will offer a comprehensive overview of the strategic and financial issues as well as the legal necessities involved in the process. Specifically, we will review the current M&A issues around venture capital backed companies, private equity backed companies and publicly traded companies. We will explore the valuation methodologies, term-sheet structures, deal structure considerations (asset vs. stock), negotiation tactics, compliance with federal and state laws and tax implications of M&A transaction structures. Some specific content will include dealing with the implications of debt, the treatment of stock preferences/classes as well as other issues such as stock options, management carve outs, drag-along rights and the need for shareholder or SEC approval. Class activities will include lectures, cases studies, simulations and guest speakers. The rubric will be based on several field research assignments, a small team project and a final exam. (Credits may be applied towards the Transactional Law Practice concentration.)