Navigating the Business Law Curriculum: Mergers & Acquisitions

The Richmond Law & Business Forum is highlighting course offerings related to business law. In this post, we asked Adjunct Professor Steven Haas to discuss his Mergers & Acquisitions course. Professor Haas serves as co-head of the Mergers & Acquisitions team at Hunton Andrews & Kurth.

Q: What topics are covered in this course?

A: How to structure an M&A transaction (e.g., selling stock or assets, structuring mergers, etc.), determining shareholder voting and appraisal rights, fiduciary duties in conducting a sale or resisting a hostile takeover, and some basic purchase agreement review (but this is not a contract drafting class).

Q: How is the course structured?

A: The classes are lecture-based and meet one a week. With the exception of examining deal structures and contracts, the class is focused mostly on corporate law doctrines (meaning it is more like a “typical” law school class rather than a practitioner-led practicum and certainly not a clinic).

Q: How is it graded?

A: Single exam at the end of the semester. In past years, exams have been traditional essays, multiple choice, or a combination of multiple choice and short answer essays.

Q: What types of students should consider taking this course?

A: Any students interested in pursuing a career in transactional law (whether real estate, securities, M&A, or general business law) will benefit from this course because most transactional lawyers work on M&A at least part of the time. It functions, in part, as an “advanced corporate law” class. The class is also helpful for students interested in business litigation.  We spend a little time on Virginia corporate law, but most of the cases arise out of Delaware law.

Q: Do you have any tips for law students interested in a mergers & acquisitions practice?

A: You can learn a lot about M&A by reading the NY Times “Dealbook” or the Wall Street Journal. There are great books about famous M&A deals (Barbarians at the Gate being the most well-known book).

Q: What has your own career path been since graduating from law school?

A: I practiced for several years in Delaware, where I did corporate litigation in the Court of Chancery and deal advisory work on Delaware corporate law issues. I then joined Hunton Andrews Kurth, where I’m now co-head of the firm’s M&A practice and also advise clients on corporate governance matters. I split my work between public company sales and private company transactions.  

I’m also active in various bar activities because I think it’s important for all lawyers to contribute to our profession, especially those who have a passion for their area of expertise.  I am the co-drafter of the 2019 Virginia Stock Corporation Act, I’m the chair-elect of the ABA corporate laws committee that drafts the Model Business Corporation Act, and I was recently admitted to the American Law Institute which is correctly working on a restatement of corporate governance. 

Thanks, Professor Haas!