Mergers and Acquisitions

Teaching hours and credit allocation: 16 hours, 3 credits

A merger or large acquisition is often the most significant event in the life of a firm and can have dramatic consequences for all of a firm’s constituencies. Lawyers and the law play critical roles in how mergers and acquisitions are evaluated, structured and implemented. This module focuses on the routes by which the takeovers and mergers are structured and aims to provide a comprehensive examination of how the conduct of these transactions is regulated internationally and in the European Union. Systems of merger control world wide-both in the developed and developing world-and their operation will be part of this module which will be taught in a practical manner, to reflect the very nature of mergers and acquisitions.

Learning outcomes

On completion of this module, students are expected to be able to:

  • demonstrate a knowledge and understanding of the corporate dynamics of mergers and acquisitions
  • understand the complex legal corporation dynamic that exists within the process of asset added value and takeover behaviour
  • understand the reasons for which merger activity is undertaken
  • be aware of the risks, the structuring of transactions and the regulation of mergers and acquisitions
  • appreciate the complex economic and other forces which create the conditions for merger activity
  • recognise the important risks of merger activity from political and corporate perspectives
  • Advise on the legal regulatory framework applicable to the merger form employed
  • Critically analyse corporate merger strategy and the role of professional advisors and regulatory agencies
  • Understand the needs of business for competent legal advice in undertaking transactions
  • communicate key legal concepts to professional and business audiences
  • Research and synthesize legal requirements applicable in the business sphere

Content

  • History and Theories of International Mergers and Acquisitions
  • Mergers: Operation, statistics, significance
  • Acquisition Documents
  • Various Potential Structures of a Merger and Acquisition Transaction
  • Corporate Mergers and Acquisitions: Players, Mechanics and Sources of Law
  • Successor ship to Assets and Liabilities: The Effect of an Acquisition on Outstanding Patent Licenses, Leases, Collective Bargaining Agreements, Pensions and Contingent Product, Environmental and Civil Rights Claims
  • Antitrust and Merger Control
  • The Legal Duties of Boards of Directors, Senior Executives and Controlling Shareholders
  • Anti-takeover Defences
  • Sources of EU Law that Govern Merger and Acquisition Transactions
  • Accounting and Tax Issues in Mergers and Acquisitions
  • Protecting Consumer Interests in Mergers and Acquisitions