LAW40915: Mergers and Acquisitions

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• The course aims to provide a comprehensive introduction to mergers and acquisitions in the United Kingdom, including the economics of mergers, corporate strategy, the forms of mergers, and regulatory issues

• Economics horizontal/vertical integration, diversification of income, avoidance of tariffs, closeness to market, tax, etc
• Corporate strategy economic, political and legal risks of M&A activity, and recent merger examples
• Forms of mergers true mergers, hostile takeovers, schemes of arrangement, joint ventures, etc
• Proceeding with the merger finance, professional advice, the board of directors, bidding, defensive action, etc
• Regulatory issues Takeovers Directive, Takeover Code General Principles and Rules, FiSMA market abuse provisions, potential competition law issues
• M&A aftermath theory and evidence

Subject-specific Knowledge:

• On completion of the module, students will have an in-depth knowledge of the reasons for which merger activity is undertaken, the risks, the structuring of transactions and the regulation thereof. Recent significant mergers will be used as case studies to illustrate relevant principles.

Subject-specific Skills:

• On completion of the module, students will be able to:
• 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 appropriate ways of structuring a merger
• 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

Key Skills:

• On completion of the module, students will be able to:
• 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

• The teaching will be by way of seminars supported by substantial but targeted reading assignments before each session. The readings are selected from both established doctrinal sources as well as cutting-edge scholarship in the area. The seminars will work from a basic level of doctrinal knowledge and build on that foundation into discussions of more difficult and controversial issues. This will encourage students to learn the material and develop the ability to discuss it and understand where each aspect of the reading fits in with the relevant debates.
• The elements of assessment support the aims of the teaching methods. The essay will assess the extent to which students have developed an overall grasp of the subject matter and issues, and can discuss challenging problems emerging in the sub-discipline. It will also assess the ability of the students not only to analyse the subject material, but to perform research in the sub-discipline, and present a structured, articulate argument on the subject. The formative essay will assist in preparation for the summative essay

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