Wednesday, April 26, 2006

I took my Mergers and Acquisitions exam yesterday, and I've never been so happy to be done with a class and an exam. It was a class I was looking forward to in an area I think I want to practice, and it turned out that I just didn't click with the professor. His style was off-putting for me, I didn't like the structure of the class, and about halfway through I just stopped going. Early in the semester the professor said that this wasn't the type of class where you could do well without showing up, so I planned to pass-fail the course. Then over the last week of preparing with the help of people who did go to class, I saw little evidence that that was actually true. Once I decided I was pretty well prepared, I went back to graded basis. You never know with law school exams since they're graded on a curve, but my hunch is that I'll have the last laugh on this one.

As usual, part of my preparation included making a playlist of class-appropriate music to get me in the mood for the exam. I went a little overboard this time, so I've repurposed the list as a post, with explanations as I deem necessary:

  • Shitloads of Money, Liz Phair (obvious)
  • Come Together, The Beatles (obvious)
  • A Matter of Trust, Billy Joel (you have to develop some trust in merger negotiations, plus the whole thing can be derailed by anti-trust issues)
  • All the Small Things, blink-182 (due diligence requires a thorough review of the company to be acquired)
  • Hanging on the Telephone, Blondie (where most M&A lawyers spend their days)
  • One Way or Another, Blondie (often a hostile tender offer follows a failed bid to acquire a company in a friendly negotiation)
  • I Will Survive, Cake (merger documents must specify the surviving corporation)
  • Shake It Up, The Cars (mergers generally lead to a reshuffling of management of the acquired company)
  • Love Me Tender, Elvis Presley (cheap tender offer pun)
  • Make Me Lose Control, Eric Carmen (a poison pill provision can be used to disrupt a potential control bloc of stock)
  • The Wrong Company, Flogging Molly (a bad merger can lead to serious problems)
  • Bizarre Love Triangle, Frente (for tax purposes and to get around transfer restrictions on certain contracts, M&A lawyers often employ reverse or forward triangular mergers)
  • Found Out About You, Gin Blossoms (young M&A lawyers spend most of their time on due diligence review)
  • Basket Case, Green Day (indemnification clauses often contain a "basket" such that liabilities must exceed a certain minimum before the clause kicks in)
  • Take It Or Leave It, Jet (negotiations often come down to a last best offer)
  • One Piece at a Time, Johnny Cash (acquiring companies can avoid some of the consequences of mergers by purchasing assets individually instead)
  • Every Time Two Fools Collide, Kenny Rogers and Dottie West (mergers that make it into casebooks often weren't a good idea to begin with)
  • Change Your Mind, The Killers (tangential negotiation reference, mostly I just always like hearing it)
  • Charm Attack, Leona Naess (negotiation involves building strong people skills)
  • Everybody Knows, Leonard Cohen (when a merger is impending, SEC and NYSE rules require extensive public disclosures)
  • You Don't Own Me, Lesley Gore (a target corporation can walk away from a merger at any point up to the closing)
  • A Little Bit Me, A Little Bit You, The Monkees (negotiation requires give and take, as does integration of merged companies)
  • What Do All the People Know, The Monroes (the SEC will investigate trading shortly before a transaction is announced to make sure no one traded on non-public information)
  • Sharks, Morphine (not all deals or M&A lawyers are the friendliest)
  • To Be With You, Mr. Big (the ultimate goal of merger talks)
  • Why Don't You Get a Job, The Offspring (mergers are often considered for efficiency reasons, which is a euphemism for cutting workers)
  • Opportunities, Pet Shop Boys (the ultimate business purpose, of course, is to make lots of money)
  • Gigantic, The Pixies (mega-mergers)
  • Half Day Closing, Portishead (signing all those final documents takes time)
  • Sell Out, Reel Big Fish (entrepreneurs may seek to have their closely-held companies acquired by large public companies so they can cash out and do something else or retire)
  • Failure is OK, Robespierre and His Reign of Terror (sometimes the best deal is the deal you don't make)
  • Hard to Explain, The Strokes (try reading a merger agreement and you'll get this one)
  • Falls Apart, Sugar Ray (lots of deals break down in the end over all sorts of issues, big and small)
  • Take This Job and Shove It, Johnny Paycheck (always appropriate in any corporate context)
  • Lawyers, Guns and Money, Warren Zevon (ditto, but for law in general)

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