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Mergers and Acquisitions

Module description

This module introduces you to an important area of commercial legal practice. You will examine reasons for corporate acquisitions (economic and legal), corporate strategies for effecting acquisitions and the legal forms of acquisition (takeovers, schemes of arrangement, cross border merger, etc). You will look at the economic impact of the market for corporate control, the responsibilities of the directors and, in the case of takeovers, the bidding process. An over-riding concern will be the regulatory framework in which acquisitions take place, especially the need for compliance with the EU Takeover Directive, (or any national legislation post-brexit) the UK Takeover Code and competition law. You should have studied LLB or LLM Company Law or its equivalent prior to taking this module. This module would complement modules such as those on Banking Law, Competition Law, Financial Services Law, International Investment, and International Trade.

Module aims - intentions of the module

The aim of the module is to provide you with a comprehensive introduction to mergers and acquisitions (M&A), so that you gain an in-depth knowledge of the reasons for which acquisitions occur, the risks, the structuring of transactions and the regulation thereof. Points will be illustrated using recent M&A deals and should develop a critical understanding of the kinds of issue that are frequently encountered by lawyers in commercial practice.

Intended Learning Outcomes (ILOs)

ILO: Module-specific skills

On successfully completing the module you will be able to...

• 1. demonstrate detailed and systematic knowledge of the appropriate ways of structuring a takeover or merger;
• 2. demonstrate detailed and systematic knowledge of the legal regulatory framework applicable to M&A transactions;
• 3. advise accurately and comprehensively on the important risks of M&A activity from political and corporate perspectives;

ILO: Discipline-specific skills

On successfully completing the module you will be able to...

• 4. select and apply statutory materials, case law and critical legal literature in examining M&A transactions effectively and autonomously;
• 5. analyse effectively and comprehensively, through structured and discursive writing, key issues in M&A transactions and subject these to critical evaluation;

ILO: Personal and key skills

On successfully completing the module you will be able to...

• 6. communicate key legal concepts to professional and business audiences effectively, confidently and autonomously; and
• 7. research and synthesize legal requirements applicable in the business sphere independently and efficiently.

Syllabus plan

While the module’s precise content may vary from year to year, it is anticipated that the following topics will be covered:

• Introduction to topic
• Economic impact of mergers and acquisitions
• Forms of business combination
• Schemes of arrangements and mergers
• Institutional background
• Regulating the takeover process
• Hostile Takeovers and the Non-Frustration Rule
• Deal Risks
• EU and UK competition law issues
• Appraisal and conclusions

Learning activities and teaching methods (given in hours of study time)

Details of learning activities and teaching methods

Formative assessment

Summative assessment (% of credit)

Details of summative assessment

Details of re-assessment (where required by referral or deferral)

Indicative learning resources - Basic reading

Basic reading:

City Code on Takeovers and Mergers (11th ed, May 2013)

C Bradley, ‘Corporate Control: Markets and Rules’ (1990) 53 Modern Law Review 170

A Johnson, ‘Takeover Regulation: Historical and Theoretical Perspectives on the City Code’ (2007) 66 Cambridge Law Journal 422

David Kershaw, Principles of takeover regulation (Oxford: OUP 2016)

Indicative learning resources - Web based and electronic resources

ELE – http://vle.exeter.ac.uk.

Takeover Panel: http://www.thetakeoverpanel.org.uk/

UK Listing Authority: http://www.fca.org.uk/firms/markets/ukla

Financial Conduct Authority:  http://www.fca.org.uk/

Competition Commission:  http://www.competition-commission.org.uk/

EC, DG Competition:  http://ec.europa.eu/competition/index_en.html

Robert Goddard:  http://www.corporatelawandgovernance.blogspot.com

Key words search

Mergers, acquisitions, companies