澳门六合彩开奖记录
LWMTMA: Legal Aspects of International Mergers, Acquisitions and Takeovers
Module code: LWMTMA
Module provider: School of Law
Credits: 20
Level: Postgraduate Masters
When you'll be taught: Semester 2
Module convenor: Dr Jorge Guira, email: j.m.guira@reading.ac.uk
Pre-requisite module(s):
Co-requisite module(s):
Pre-requisite or Co-requisite module(s):
Module(s) excluded:
Placement information: NA
Academic year: 2024/5
Available to visiting students: Yes
Talis reading list: No
Last updated: 21 May 2024
Overview
Module aims and purpose
This module is an advanced corporate law and financial regulation module analysing 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 and selected emerging and frontier markets; 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 鈥渟ociety鈥 are all considered. It will focus on both corporate governance and finance, as well as how this fits with investment funds treatment of shareholders. ESG considerations will be covered as well as shareholder activism and use of various financial products such as loans and bonds and swaps.聽聽聽聽聽聽
Module learning outcomes
By the end of the module, it is expected that students will be able to:聽
- Critically evaluate mergers and acquisitions and takeovers聽
- Analyse core commercial and financial law principles聽
- Use knowledge and research skills developed in preparation for seminars, class discussion and the written assignment聽
- Develop skills in structuring, drafting, and negotiating core legal documentation in legal and financial matters in private equity, venture capital, and company to company deals.聽
Module content
The module may include topics such as:聽
- Introduction to the Corporate World of Mergers and Acquisitions (M&A - 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; and Due Diigence.聽
- Why Enter into an M&A? Key Elements: Debt Finance vs Equity Finance聽
- M&A - Takeovers - Code/Rules - Reverse Takeover - Hostile Takeover - Squeeze-Out Shareholders - Competition/Antitrust Laws - Regulated Industries - Protective Measures Against Mergers and Acquisitions and Takeovers under US and UK Rules聽
- M&A and Takeover Process: Due Diligence and Confidentiality Agreements聽
- M&A, and Takeover Documentation聽
- Acquisition: Process and Documentation - Information Memorandum, Memorandum of Understanding and Letter of Intent - Stock Purchase Agreements and Escrow Agreements聽
- Liquidation Preference/Convertibles/Dilution聽聽
- Spin-offs, Strategic Alliances聽聽
- Distressed Transactions and Restructuring聽聽
- Shareholder activism, ESG, and Listing Rules聽
- Understanding of Private Equity vs Company to Company Deals聽聽
Structure
Teaching and learning methods
- 厂别尘颈苍补谤蝉听
- Case studies聽
- Preparation of Documentation for Key Stages (Term sheets, Options, Finance)聽
- 笔颈迟肠丑/狈别驳辞迟颈补迟颈辞苍听听听
Study hours
At least 22 hours of scheduled teaching and learning activities will be delivered in person, with the remaining hours for scheduled and self-scheduled teaching and learning activities delivered either in person or online. You will receive further details about how these hours will be delivered before the start of the module.
聽Scheduled teaching and learning activities | 聽Semester 1 | 聽Semester 2 | 听厂耻尘尘别谤 |
---|---|---|---|
Lectures | |||
Seminars | 22 | ||
Tutorials | |||
Project Supervision | |||
Demonstrations | |||
Practical classes and workshops | 4 | ||
Supervised time in studio / workshop | |||
Scheduled revision sessions | |||
Feedback meetings with staff | |||
Fieldwork | |||
External visits | |||
Work-based learning | |||
聽Self-scheduled teaching and learning activities | 聽Semester 1 | 聽Semester 2 | 听厂耻尘尘别谤 |
---|---|---|---|
Directed viewing of video materials/screencasts | 4 | ||
Participation in discussion boards/other discussions | |||
Feedback meetings with staff | |||
Other | |||
Other (details) | |||
聽Placement and study abroad | 聽Semester 1 | 聽Semester 2 | 听厂耻尘尘别谤 |
---|---|---|---|
Placement | |||
Study abroad | |||
聽Independent study hours | 聽Semester 1 | 聽Semester 2 | 听厂耻尘尘别谤 |
---|---|---|---|
Independent study hours | 170 |
Please note the independent study hours above are notional numbers of hours; each student will approach studying in different ways. We would advise you to reflect on your learning and the number of hours you are allocating to these tasks.
Semester 1 The hours in this column may include hours during the Christmas holiday period.
Semester 2 The hours in this column may include hours during the Easter holiday period.
Summer The hours in this column will take place during the summer holidays and may be at the start and/or end of the module.
Assessment
Requirements for a pass
Students need to achieve an overall module mark of 50% to pass this module.
Summative assessment
Type of assessment | Detail of assessment | % contribution towards module mark | Size of assessment | Submission date | Additional information |
---|---|---|---|---|---|
Written coursework assignment | Case Study | 20 | 3 pages | Semester 2, Teaching Week 4 | |
Written coursework assignment | Pitch/Negotiation | 30 | 4 pages | Semester 2, Teaching Week 7 | |
Written coursework assignment | Essay | 50 | 8 pages | Semester 2, Teaching Week 12 onward |
Penalties for late submission of summative assessment
The Support Centres will apply the following penalties for work submitted late:
Assessments with numerical marks
- 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 three working days;
- the mark awarded due to the imposition of the penalty shall not fall below the threshold pass mark, namely 40% in the case of modules at Levels 4-6 (i.e. undergraduate modules for Parts 1-3) and 50% in the case of Level 7 modules offered as part of an Integrated Masters or taught postgraduate degree programme;
- where the piece of work is awarded a mark below the threshold pass mark prior to any penalty being imposed, and is submitted up to three working days after the original deadline (or any formally agreed extension to the deadline), no penalty shall be imposed;
- where the piece of work is submitted more than three working days after the original deadline (or any formally agreed extension to the deadline): a mark of zero will be recorded.
Assessments marked Pass/Fail
- where the piece of work is submitted within three working days of the deadline (or any formally agreed extension of the deadline): no penalty will be applied;
- where the piece of work is submitted more than three working days after the original deadline (or any formally agreed extension of the deadline): a grade of Fail will be awarded.
The University policy statement on penalties for late submission can be found at: /cqsd/-/media/project/functions/cqsd/documents/qap/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.
Formative assessment
Formative assessment is any task or activity which creates feedback (or feedforward) for you about your learning, but which does not contribute towards your overall module mark.
Students need to achieve an overall module mark of 50% to pass this module.
Reassessment
Type of reassessment | Detail of reassessment | % contribution towards module mark | Size of reassessment | Submission date | Additional information |
---|---|---|---|---|---|
Written coursework assignment | Case Study | 20 | 3 pages | Reassessment period | |
Written coursework assignment | Pitch/Negotiation | 30 | 4 pages | Reassessment period | |
Written coursework assignment | Essay | 50 | 8 pages | Reassessment period |
Additional costs
Item | Additional information | Cost |
---|---|---|
Computers and devices with a particular specification | ||
Printing and binding | ||
Required textbooks | ||
Specialist clothing, footwear, or headgear | ||
Specialist equipment or materials | ||
Travel, accommodation, and subsistence |
THE INFORMATION CONTAINED IN THIS MODULE DESCRIPTION DOES NOT FORM ANY PART OF A STUDENT'S CONTRACT.