UCL FACULTY OF LAWS

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 Martin Petrin
Intercollegiate teaching: No
Teaching Method: 20 x two-hour seminars, plus 4 x one-hour tutorials
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 LLM students: 3-hour unseen written examination
Module Overview

Module summary

This module is designed to provide students with a comprehensive introduction to mergers and acquisitions in an international and cross-border context, with a focus on the law in the United Kingdom, the EU, and the United States. In particular, the module aims to (i) explore the legal framework that governs mergers & acquisitions; (ii) discuss a wide range of specific policy and legal issues surrounding acquisition transactions; and (iii) provide an overview of how the acquisition process is handled in practice. Among others, the module examines the drivers and players behind M&A transactions; basic acquisition structures; key features of takeover laws and regulations; deal flows; and various issues related to domestic and cross-border corporate control transactions.

Module syllabus

Introduction to M&A
Agency costs
Overview of acquisition transactions
Corporate finance and business valuation
Schemes of arrangement and mergers
Private equity and leveraged buyouts
Negotiating and documenting transactions
Regulation of public takeovers
Takeover defence regulation
Disclosure requirements and insider dealing
Competition and tax law aspects

Recommended materials

The main textbooks for this module are:
• T. Maynard, Mergers and Acquisitions: Cases, Materials, and Problems (3rd ed., 2013)
• D. Kershaw, Company Law in Context (2nd ed., 2012)
Additional seminar handouts and other materials will be provided electronically through Moodle (virtual learning environment).
A full reading list will be made available via Moodle at the beginning of each semester.

Preliminary reading

T. Maynard, Mergers and Acquisitions: Cases, Materials, and Problems (3rd ed., 2013), 1–13
Although not a requirement, it is also advisable that students have prior knowledge of basic company law. Those with no knowledge of company law will need to do some additional background reading and are advised to read one of the following titles:
• J. Lowry & A. Reisberg, Pettet's Company Law (4th ed., 2012)
• D. Kershaw, Company Law in Context (2nd ed., 2012)

Other information:

Seminars for this module will be conducted in a participative manner, and all students will be expected to contribute regularly to class discussions. All students will be expected to have covered the reading that will be marked as “essential reading” for each class.

Prizes for this module: There are currently no prizes available for this module.


APPLICATION NOTICES

The application process for the 2014-15 academic session, for entry in September 2014, is now open.

Please refer to the How to apply section for information on the application process.