Cross-Border Mergers and Acquisitions (LAWS0360)

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) explore the strategic drivers of M&A (iii) discuss a wide range of policy and legal issues surrounding change of control transactions; and (iv) provide an overview of how the acquisition process is handled in practice. 
• This module examines the drivers and players behind M&A transactions; corporate valuation; basic acquisition structures; 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 topics covered in this module typically include:

• Introduction to M&A; 
• Ethics and the role of transactional lawyers; 
• Corporate finance and business valuation; 
• Overview of acquisition transactions; 
• 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. 

Please note that these are subject to change. 

• 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.