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Tulane Law School

Tulane Law School strives to create opportunities that enhance our students' practical skillsets in order to better prepare them for their jobs following law school. Through partnerships with local legal professionals, alumni, employers and law school faculty, Tulane Law works to supplement the classroom experience with programs such as Intersession "Boot Camp", externships, judicial clerkships and pro bono opportunities.

Corporate Law and the Practical Aspects of Hostile Acquisitions (mini course)

Course Description
This is an advanced corporate law course focusing on state corporate law, corporate governance, the fiduciary duties of directors and the rights of stockholders in the context of hostile acquisitions.  This course will emphasize the practical aspects of corporate law and will cover hostile acquisitions from a bidder’s perspective (which will include takeover approaches, takeover negotiations, takeover techniques, and the structuring and pricing of offers), hostile acquisitions from a target’s perspective (which will include advanced preparation, structural changes to reduce vulnerability, and responding to acquisition offers), proxy contests and stockholder activism.  Business Enterprises II is a prerequisite for 2L students and a prerequisite or co-requisite for 3L students.  The course will be taught by Michael Maimone who is an experienced corporate attorney and litigator who practices primarily in Delaware and New York.  Mr. Maimone’s corporate practice involves the counseling of clients on a broad range of matters, which include hostile acquisitions, going-private transactions, corporate restructuring transactions, mergers and other negotiated transactions, and proxy contests.  His litigation practice includes the representation of clients in actions involving mergers and acquisitions, class and derivative actions and general corporate law issues.  In addition, several of his clients retain him to act in a general counsel capacity for their businesses.  While acting in such capacity, his responsibilities include contract review and negotiations, and consideration of legal issues that arise in the day-to-day operations of a client's business.  After attending the University of Virginia School of Law, Mr. Maimone was a law clerk to the Supreme Court of Delaware.  He has lectured at the University of Virginia School of Law on issues of corporate law, corporate finance, and mergers and acquisitions.  He has advised numerous boards of directors and committees of boards of directors in the context of merger negotiations; litigated an action in the Delaware Court of Chancery and the Delaware Supreme Court, which involved the duties owed by boards of directors to stockholders in the context of proxy contests; advised both corporations and stockholders in connection with stockholder requests for information under Delaware statutory law; negotiated the sale of a privately-held corporation to a Fortune 500 corporation, which involved the prior spin-off of real estate assets to the stockholders of the privately-held corporation; negotiated the financing of a biotech start-up corporation with a Fortune 500 corporation; advised numerous Switzerland-based venture capitalists in connection with various investments in the United States; litigated actions in the United States District Court for the District of Delaware and the Court of Appeals for the Third Circuit, which involved the duties owed by boards of directors to unsecured creditors and to stockholders in the context of corporate insolvency; advised numerous boards of directors in connection with the adoption of various defensive devices in the context of potential hostile acquisitions. (1 credit)
Upcoming Semester Offered
Fall 2015

Academic Programs Contact:
Office of Academic Services
Weinmann Hall, Suite 204
6329 Freret Street
New Orleans, LA 70118
tel 504.865.5935
fax 504.862.8373

Admission Contact:
Office of Admission
Weinmann Hall, Suite 203
6329 Freret Street
New Orleans, LA 70118
tel 504.865.5930
fax 504.865.6710

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