This module is designed to provide students with a comprehensive introduction to mergers and acquisitions in an international and cross-border context
The module focuses 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. Since the module is designed to offer an introduction it may not be suitable for students who have already legal practice or other relevant experience in M&A.
Lectures 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.
Please note that the module may incorporate a mock negotiation exercise, which will require students to prepare and conduct negotiations pertaining to a share purchase agreement or similar transaction document. Each student selecting this module must be prepared to actively participate in this exercise.
This module is subject to change.
- 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
The main textbooks for this module are:
- T. Maynard, Mergers and Acquisitions: Cases, Materials, and Problems (3rd ed., 2013 OR 4th ed., 2017) (recommended is the 4th edition)
- D. Kershaw, Company Law in Context (2nd ed., 2012)
Module reading lists and other module materials will be provided via online module pages, once students have made their module selections upon enrolment.
There is no required preliminary reading. Although not a requirement, it is however advisable that students have prior knowledge of basic company law. Those with no knowledge of company law will benefit from some additional background reading
|Credit value:||30 credits (15 ECTS, 300 learning hours)|
|Other Teachers:||Teaching fellows|
|Teaching Delivery:||18 x 2-hour weekly seminars; 3 x 1-hour tutorials; 2 x 2-hour negotiation exercise sessions|
|Who may enrol:||LLM students only|
|Prerequisites:||No formal requirements, though knowledge of basic company law is recommended|
|Must not be taken with:||None|
|Qualifying module for:||LLM in Corporate Law;|
LLM in International Commercial Law;
LLM in International Banking and Finance Law
|Practice Assessment:||Discussion of previous exam questions in tutorials|
|Final Assessment:||Exam (100%). Note: The exam format, including the number of questions students have to choose from, and the number of questions that they are required to answer, is subject to change each year. Do not rely on previous exams.|