LLM Programme

The taught modules offered on the LLM programme vary from year to year. Please check the full list of taught modules list for details of modules running in specific academic years. We make every effort to ensure that every module will be offered, but modules are subject to change and cancellation. You are therefore advised to check this site regularly for further updates throughout the year preceding entry to the LLM programme.

CROSS-BORDER MERGERS AND ACQUISITIONS (LAWSG077) Credit value: 30 credits (12 ECTS)
Module Convenor: Dr Francisco de la Peña Fernández-Garnelo, LLM Solicitor of England and Wales, Spanish Abogado	Other Teachers: One seminar will be delivered by a City practitioner.
Intercollegiate teaching: No
Teaching Method: 20 x two-hour seminars
Who may enrol: LLM students
Prerequisites: None
Barred module combinations: None
Core module for specialism: Corporate Law, International Commercial Law, International Banking and Finance Law
Assessment
Practice Assessment: to be confirmed
Assessment method for UCL Master students: 3-hour unseen written examination
Module Overview
Module summary Introduction: 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. Aims: 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 Objectives: 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.
Module syllabus Term 1 Lecture 1: Introduction to the world of mergers and acquisitions Lecture 2: Break fees and engagement letters Lecture 3: Initial negotiations Lecture 4: Confidentiality Lecture 5: The due diligence exercise Lecture 6: Structuring the deal Lecture 7: Completion: special transaction rules between signing and closing Lecture 8: Completion accounts Lecture 9: Valuation methods Lecture 10: Merger control: the competition perspective Term 2 Lecture 1: Tax considerations on share and business acquisitions Lecture 2: Labour and employment issues Lecture 3: Public takeovers: regulation, bid planning and due diligence Lecture 4: Public takeovers: offers and defences Lecture 5: Joint ventures and other strategic alliances Lecture 6: Private equity: legal structure and documentation Lecture 7: IPOs Lecture 8: Other issues in cross-border mergers Lecture 9: Purchases of financially troubled companies: successor liability issues Lecture 10: Revision
Recommended materials 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)
Preliminary reading 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
Other information: Students must be prepared to engage with case law and with UK statutes where appropriate. Dissertation permitted
Prizes for this module: There are currently no prizes available for this module.

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LLM Programme