LWMTMA-Legal Aspects of International Mergers, Acquisitions and Takeovers

Module Provider: School of Law
Number of credits: 20 [10 ECTS credits]
Level:7
Terms in which taught: Spring term module
Pre-requisites:
Non-modular pre-requisites: Registered for a postgraduate programme in Law or selected MA programmes or with permission of the Director of PGT Studies in Law.
Co-requisites:
Modules excluded:
Current from: 2022/3

Module Convenor: Dr Jorge Guira
Email: j.m.guira@reading.ac.uk

Type of module:

Summary module description:

This module is an advanced corporate law and financial regulation module analyzing transactions (acquisitions, mergers and proxy contexts) using sophisticated methodologies. The module will focus on issues such as: why merge or acquire a business; core considerations of the process; due diligence, purchase sale agreements and contractual governance; the role of the board of directors; the permissibility and regulation of takeover defenses in the UK, the US and the EU; the protection of minority shareholders through regulation of the bid process; the protection of other constituencies such as employees affected by control transactions; and financial assistance regulation in the UK and the EU. The course will be focused on understanding the literature related to these issues, how to do research, as well as how to do deals and work with policymakers. The views of shareholders, bankers, investment funds, stakeholders, management, and "society" are all considered.

Aims:
This module is an advanced corporate law and financial regulation module analyzing transactions (acquisitions, mergers and proxy contexts) using sophisticated methodologies. The module will focus on issues such as: why merge or acquire a business; core considerations of the process; due diligence, purchase sale agreements and contractual governance; the role of the board of directors; the permissibility and regulation of takeover defenses in the UK, the US and the EU; the protection of minority shareholders through regulation of the bid process; the protection of other constituencies such as employees affected by control transactions; and financial assistance regulation in the UK and the EU. The course will be focused on understanding the literature related to these issues, how to do research, as well as how to do deals and work with policymakers. The views of shareholders, bankers, investment funds, stakeholders, management, and "society" are all considered.

Assessable learning outcomes:

On successful completion of the module students should be able to demonstrate:

• An understanding of the basic transactional elements involved in an international merger, acquisition or takeover.


• The ability to debate the policies that are continuously being reformed in the internationalising and globalising context in which these transactions are carried out.


• The ability to draw upon a body of detailed substantive knowledge gained through course readings, class participation and self-study and apply this to theoretical, critical and practical approaches to the legal and policy issues relevant to the international law applicable to international mergers, acquisitions or takeovers.


• The ability to research a specific question related to the module content and produce analytical written work incorporating substantive, theoretical and a practical understandings of the issues that arise.


• An ability to describe and critically analyse comparative materials from legal and non-legal sources.

Additional outcomes:

In addition to those listed in the School’s "core skills statement", the module will encourage the development of:

• High-level oral communication skills through reflective, analytical class-discussion


• High-level writing skills through close and critical analysis of both primary and secondary source material


• An ability to apply theoretical and contextual knowledge to practical problems that face people working in the field

Outline content:

1. Introduction to the Corporate World of M&As - External Acquisitions v. Organic Growth - Getting Ready for a Deal: Private company vs Public company deals - What Type of Deal? Differences between Acquisition, Merger and Takeover - Different Types of Transactions and the Need for Financing


2. Why Enter into an M&A? Key Elements: Debt Finance vs Equity Finance


3. Takeovers - Takeovers - Takeovers Code/Rules - Reverse Takeover - Hostile Takeover - Squeeze-Out Shareholders - Competition/Antitrust Laws - Regulated Industries - Protective Measures Against Takeovers under US and UK Rules


4. Takeover Process: Due Diligence and Confidentiality Agreements


5. Takeover Documentation


6. Acquisition: Process and Documentation - Information Memorandum, Memorandum of Understanding and Letter of Intent - Stock Purchase Agreements and Escrow Agreements


7. Spin-offs, Strategic Alliances 8. Distressed Transactions

Brief description of teaching and learning methods:
Teaching will consist of 10 x 2-hour seminars. Students will be given the chance to submit a formative assessment which will be marked and returned with feedback.

Contact hours:

Ìý	Autumn	Spring	Summer
Seminars		20
Guided independent study:		180
Ìý	Ìý	Ìý	Ìý
Total hours by term		200
Ìý	Ìý	Ìý	Ìý
Total hours for module	200

Summative Assessment Methods:

Method	Percentage
Written assignment including essay	100

Summative assessment- Examinations:

Summative assessment- Coursework and in-class tests:
1 assessed essay of 15 pages (formatted in accordance with the School of Law£s Assessed Work Rules)

Formative assessment methods:
One formative assessment task which is an important component of students£ progress towards the learning outcomes of the module.

Penalties for late submission:

The below information applies to students on taught programmes except those on Postgraduate Flexible programmes. Penalties for late submission, and the associated procedures, which apply to Postgraduate Flexible programmes are specified in the policy £Penalties for late submission for Postgraduate Flexible programmes£, which can be found here: /cqsd/-/media/project/functions/cqsd/documents/cqsd-old-site-documents/penaltiesforlatesubmissionpgflexible.pdf
The Support Centres will apply the following penalties for work submitted late:

• where the piece of work is submitted after the original deadline (or any formally agreed extension to the deadline): 10% of the total marks available for that piece of work will be deducted from the mark for each working day (or part thereof) following the deadline up to a total of five working days;
• where the piece of work is submitted more than five working days after the original deadline (or any formally agreed extension to the deadline): a mark of zero will be recorded.

The University policy statement on penalties for late submission can be found at: /cqsd/-/media/project/functions/cqsd/documents/cqsd-old-site-documents/penaltiesforlatesubmission.pdf
You are strongly advised to ensure that coursework is submitted by the relevant deadline. You should note that it is advisable to submit work in an unfinished state rather than to fail to submit any work.

Assessment requirements for a pass:
50% overall

Reassessment arrangements:
See School of Law PGT Programme Handbook

Additional Costs (specified where applicable):

1) Required text books:Ìý

2) Specialist equipment or materials:Ìý

3) Specialist clothing, footwear or headgear:Ìý

4) Printing and binding:Ìý

5) Computers and devices with a particular specification:Ìý

6) Travel, accommodation and subsistence:Ìý

Last updated: 22 September 2022