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This module is designed to provide students with a comprehensive introduction to mergers and acquisitions in an international and cross-border context
This module focuses on the law in the United Kingdom, the United States, and the EU. In particular, this module aims to (i) explore the legal framework that governs mergers & acquisitions (M&A); (ii) discuss a wide range of policy and legal issues surrounding acquisition transactions; and (iii) provide an overview of how the acquisition process is handled in practice.
This module examines the drivers and players behind M&A transactions; basic acquisition structures; corporate valuation; key features of takeover laws and regulation; deal flows; and various issues related to domestic and cross-border corporate control transactions. Since this module is designed to offer an introduction to M&A, it may not be suitable for students who already have corporate law practice experience 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.
Module syllabus
While subject to change, the subjects covered in this module are:
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 drafting transaction documents;
Regulation of public takeovers;
Takeover defence regulation;
Disclosure requirements and insider dealing.
Recommended materials
The main textbooks for this module are:
T. Maynard, Mergers and Acquisitions: Cases, Materials, and Problems (5th ed., 2021)
D. Kershaw, Company Law in Context (2nd ed., 2012)
The module reading list also includes a variety of relevant legislation and academic articles. Module materials will be provided via online module pages, available once students have made their module selections upon enrolment.
Preliminary reading
There is no required preliminary reading. Although not a requirement, it is strongly advisable that students have prior knowledge of company law.
Key information
| Module details | |
|---|---|
| Credit value: | 22.5 credits (225 learning hours) |
| Convenor: | Jonathan Chan |
| Other Teachers: | Carsten Gerner-Beuerle |
| Teaching Delivery: | 10 x 2-hour weekly seminars, Term 2 |
| Who may enrol: | LLM Students Only |
| Prerequisites: | No formal requirements, though knowledge of company law is strongly 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 |
| Assessment | |
| Practice Assessment: | TBD |
| Final Assessment: | Controlled Condition Exam (100%) |