A Friendly Tale of Hot Dogs and Trainwrecks

As I mentioned last week, Lawdragon has recently published a six-part profile, Storming the Castle, that describes the innovative integration of insights from practice into the newest corporate law course offerings here at Harvard.  The profile emphasizes how Professor Robert Clark and Vice Chancellor Leo Strine, who last year co-taught Mergers, Acquisitions, and Split-Ups, populated their syllabus with both the doctrinal building blocks favored by professors and the pragmatic lessons practitioners have gleaned from decades of experience negotiating mergers.

Topics ranged from poison pills to shareholder activism, and rarely does a one-semester syllabus dare to cover so much ground.  But what truly made the course unique was the panel discussions, hosted by the Program on Corporate Governance, in which expert practitioners were invited to explain and defend their views before overflow crowds of students and faculty.

Part III of Lawdragon‘s profile, A Friendly Tale of Hot Dogs and Trainwrecks, offers a fascinating description of the first panel presentation, which emphasized the notion that a merger functions, in many ways, as an extraordinary experience in contract negotiation.  (The role of contract law as an analytical tool for assessing mergers has been a frequent subject of courts and commentators alike.) The panelists included Richard Climan of Cooley Godward and Eileen Nugent and Lou Kling of Skadden Arps, each of whom brought decades of negotiating merger agreements–occasionally, apparently, with each other–to bear on the discussion.

The Hot Dogs and Trainwrecks profile, available here, is a must-read, giving readers insights on the negotiation of the famed material-adverse-change clause and its implications for buyer’s remorse in the merger market. In addition, the Program on Corporate Governance has posted a video of the entire panel discussion here. (video no longer available)

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