CRB213 | Run with the Bulls and Hunt with the Bears: Deconstructing Public Market Transactions – A Practitioner’s Perspective

The course is proposed to be a practical/ clinical course on public market transactions, with a focus on the life cycle of an initial public offering from kick off to listing.

The course is intended to be a stand-alone course, where the course has been designed such that an in-depth knowledge of corporate law would not be a pre-requisite for the students taking it. The course shall be open to both 3rd Year and 4th Year BA. LLB (Hons) students.

While the initial classes shall focus on giving students a broad overview of the legal regime at play and helping them understand how a public market transaction differs from private transactions, the remainder of the course will focus on how a practitioner helms a public market transaction right from diligence to documentation and listing. While students will be introduced to key concepts through the lens of an initial public offering, the course will also introduce students to the basics of different forms of public market transactions including secondary trades on stock exchanges and REIT and InvIT listings. As we trace the life cycle of an initial public offering, students will be introduced to the key nuances of undertaking legal due diligence of issuer companies and also the essentials of drafting and presentation of disclosures in offer documents.

The course will involve both the classic classroom teaching method and practical drafting/ case studies of key concepts/ key transaction documents at different stages. The course will introduce students to perspectives of different stakeholders in public market transactions and use the help of case studies/ simulations to underscore the practical considerations faced by practitioners while advising different stakeholders.

We propose to outline key legal concepts in the classroom sessions (which will focus on the text of the regulation/ contractual clause, genesis and jurisprudence of such regulations/clauses) and follow this up with case studies/ simulations where students will be introduced to the practical nuances/ considerations that a practitioner needs to bear in mind while advising different stakeholders. The practical/ clinical part of the course will involve extracts from publicly available offer documents, redacted documentation used in actual transactions, as well as simulated client-attorney / attorney-counterparty discussions on such concepts.

Where relevant, we propose to divide the class is divided into 2 or 3 for the practical/ clinical sessions (each such group of the class will be led by a faculty) – i.e. issuer, underwriter and selling shareholder. Students will be required to attempt the clinical exercise as homework followed by a live discussion/ negotiation in the classroom (supported by the lead faculty).

The course shall not be unduly heavy on reading material as it is intended to be a practical/ clinical course. The reading material shall broadly consist of (i) key regulations relevant for the particular module, (ii) extracts of relevant offer documents, and (iii) redacted drafts/ clauses of transaction documentation.

We propose to call upon guest lectures, whether other lawyers, or other transaction intermediaries, who have gone through the rigors of public market transactions – who may be able to add a different perspective.