Corporate Transactions

Recommended Pre-requisites: Securities Regulation; Income Tax; Secured Transactions

The purpose of this course is to examine in detail the principal legal issues and considerations involved in a variety of key transactions and other events that typically arise for a substantial private or public corporation. A principalofocus of the course is on the mergers and acquisitions, but other topics to be considered include: share attributes and other organizational elements of corporate entities; corporate finance, including equity and debt financing; s well as amalgamations, reorganizations and other ‘fundamental changes.’ The role and responsibilities of the board of directors and other corporate governance issues will be explored in the context of various transactions. Emphasis will also be placed upon the role and responsibilities of lawyers involved in corporate transactions, taking into account potential ethical and conflict of interest considerations, and practices that a lawyer may or should adopt to reflect these considerations and to best serve the client’s interests. The course is taught from a practitioner’s perspective; the focus is on what is involved in carrying on a corporate transactional practice. The course is best suited for students who plan to article and practice in a sophisticated corporate transactional firm.