Merger activity is once again on the rise across various sectors and countries. This course will look at the principles that underpin mergers in the UK. A wide range of topics will be covered including: (i) the economic and legal background to mergers; (ii) the forms of mergers; (iii) the financing arrangements; (iv) merger control; (v) tax and employment issues; (vi) the regulation of takeovers; and (vii) legal issues to joint ventures and private equity investments.
The course aims to provide a comprehensive introduction to mergers and acquisitions in the United Kingdom and in particular:
(i) To explore the relationship between law and mergers
(ii) Increase awareness of common law approaches to a wide range of legal issues in merger activity
(iii) Promote understanding of practical management issues in the acquisition process
On completion of the module, students should:
(i) Have a solid basic understanding of the relationship between law and mergers and the key elements of the legal environment relating to mergers and acquisitions in the UK;
(ii) Be able to advise on the appropriate ways of structuring a merger and
(iii) Master the highly complex statutory and regulatory material and the drafting of legal documents in the acquisition process.
Seminar handouts and other materials will be provided electronically through Moodle (virtual learning environment).
Baker, D. I.; Rowley, J. W.; International Mergers - The Antitrust Process, Sweet & Maxwell, 3rd edition, London 2000-2005
Blank, M. V.; Greystoke, A. L.; Weinberg, M.A.; Weinberg & Blank on Takeovers & Mergers, 5th edition, 1989, supp. 2006
Funiciello, J., Mergers, Acquisitions, and Divestiture...Effects on Workers in T.J. Kopp, ed. Perspectives on Corporate Takeovers, University Press of America, New York, 1990, pages 67-68
Kenyon-Slade, S.; Mergers and Takeovers in the US and UK: Law and Practice, Oxford
University Press, United States of America, 2004
Maynard, T.; Mergers and Acquisitions: Cases, Materials, and Problems, Aspen Publishers, March 2005
Whish, R., Competition Law, 6th edition, LexisNexis UK, London (due 2008)
No prior knowledge of the subject is required, no is it necessary to have studied company law, though this will be helpful. Those with no knowledge of company law will need to do some additional background reading and it is advised to read:
- Lowry, J & Reisberg, A.: Pettet's Company Law, 3rd edition (Longman, 2009)
- Slorach, S.; Rylance, P.; Corporate Finance, Mergers & Acquisitions, Blackstone Legal
Practice Course Guides, Oxford University Press, United States of America, Rev Ed edition 2005