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 “society” 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.      

Module learning outcomes

By the end of the module, it is expected that students will be able to: 

1. Critically evaluate mergers and acquisitions and takeovers 
2. Analyse core commercial and financial law principles 
3. Use knowledge and research skills developed in preparation for seminars, class discussion and the written assignment 
4. 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. 

Module content

The module may include topics such as: 

• 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. 
• Why Enter into an M&A? Key Elements: Debt Finance vs Equity Finance 
• 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 
• M&A and Takeover Process: Due Diligence and Confidentiality Agreements 
• M&A, and Takeover Documentation 
• Acquisition: Process and Documentation - Information Memorandum, Memorandum of Understanding and Letter of Intent - Stock Purchase Agreements and Escrow Agreements 
• Liquidation Preference/Convertibles/Dilution  
• Spin-offs, Strategic Alliances  
• Distressed Transactions and Restructuring  
• Shareholder activism, ESG, and Listing Rules 
• Understanding of Private Equity vs Company to Company Deals  

Structure

Teaching and learning methods

• Seminars 
• Case studies 
• Preparation of Documentation for Key Stages (Term sheets, Options, Finance) 
• Pitch/Negotiation   

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.

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

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: https://www.reading.ac.uk/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

Additional costs