The M&A lawyer fulfills multiple functions, acting as an advisor, a planner,
a negotiator, an investigator, and a drafter; guiding the client through
multiple legal hurdles involving corporate law and regulatory issues, tax,
intellectual property, employment law, and anti-trust issues. Moreover, he
must be both a leader (sheparding multiple legal specialists) and a team
player (working closely with accountants, investment bankers and
management.) This course will try to briefly capture a sense of all these
aspects. We will discuss the common forms of acquiring interests in
businesses, negotiations, agreements, defensive strategies to hostile
takeovers, roles and duties of officers and directors, due diligence, and
potential roadblocks. The course pays particular attention to achieving
client goals through the drafting process. As this is an American program,
we will touch on US regulation of M&As, but we will also cover issues
relevant to Russian and, time permitting, international practice.
Patrick J. Brooks is an associate at the law firm of Squire, Sanders and
Dempsey's Moscow office. He has a diverse corporate practice focused on
cross-border transactions with a focus on mergers and acquisitions, private
equity and corporate finance in Russia. He has represented both US and
Russian companies in numerous M&A and investment ventures. Mr. Brooks
focused the first 7 years of his legal career on corporate restructuring
matters and U.S. bankruptcy law and has extensive experience in providing
strategic counsel to distressed businesses, debtors, secured and unsecured
creditors, asset purchasers and investors in connection with the
restructuring and reorganization of distressed companies and the acquisition
and divestiture and their assets. Mr. Brooks served as lead associate for
the Official Committee of Unsecured Creditors of Enron Corp. in litigation
seeking to avoid billions of dollars in transfers related to highly complex
financing structures involving Enron and one of its tier-one banks.
This is a "master class" meaning that, while Professor Brooks is in charge
of coordinating the course and will be teaching the first couple of classes,
various guest experts, brought from law firms and industry, will be giving
the bulk of the lectures.

Guest speakers have not all been confirmed yet, but we have confirmed that
the Due Diligence and Valuation portion will be conducted by Jim Mandel, the
head of the legal department at Ernst & Young, and the portion on
shareholder conflicts will be conducted by Matt Roazen, chief international
counsel for Alfa group. Baker & McKenzie and other law firms have promissed
to contribute other sessions but we do not yet know which ones.

Class Date Class topic
1 24 September Introduction: reasons for mergers and acquisitions, basic terminology, varying legal regimes; Basic types of mergers and acquisitions: cash tenders, stock swaps, mergers.
2 1 October More Introduction: Structuring the deal and managing risks, tax issues, antitrust issues, securities issues.
3 8 October Negotiating the M&A transaction.
4 15 October Valuation and due diligence
5 22 October Drafting share purchase agreements and other acquisition documents.
6 29 October Fiduciary duties of the target and acquirer at the shareholder/management/board levels: disclosure obligations
5 November No class.  Mid-term break. (subject to adjustment)
7 12 November Shareholder conflicts.
8 19 November Distressed acquisitions and successorship issues
9 26 November Takeover Defenses: major defense mechanisms; choosing, predicting, overcoming defenses
10 3 December International M&A-legislative issues in varying jurisdictions. 
11 10 December International M&A continued
12 17 December Wrap up and additional issues as needed