In the seminar’s economics and finance based approach, students initially look at the economic framework in which corporate mergers and acquisitions take place and identify the rationale for these transactions and their respective types. Students discuss the topic of sources of value creation and the most frequent bad reasons for this type of transaction. Valuation methods and techniques are highlighted, as well as the sharing of net benefits among sellers, buyers and other stakeholders. Based on these acquired concepts, students analyse competitive acquisition processes and their respective dynamics, as well as acquisition transactions that are almost exclusively debt-based.
In the seminar’s legal based approach, issues arising from these transactions are highlighted and discussed from a legal perspective. Both mergers, which are defined by law, and corporate acquisitions via the (negotiated and over-the-counter) transfer of shareholdings are discussed in the context of the economic concentration of companies. The elements of company mergers are discussed and analysed, namely as regards the associative consideration. Corporate acquisitions via the negotiated transfer of shareholdings is examined from the point of view of contract structure. Careful consideration is given to defining the concept of dominant influence, the repercussions to contractual clauses of a prior due diligence on the target company and the study of the effects of breach of contract, namely breach of representations and warranties.