Learning outcomes

Develop knowledge of the different mechanisms (economic and legal) of mergers and acquisitions as well as the main economic reasons that lead to these operations.
Learn to identify the added value as well as the costs of a merger or acquisition.

Programmatic contents

Management:
1. Introduction: definition and historical perspective of mergers and acquisitions.
2. Types of mergers and acquisitions
3. Reasons for undertaking a merger or acquisition
4. Estimation of value and costs of a merger or acquisition
5. Dynamics of acquisition processes
6. Defenses against hostile takeovers
7. Leveraged buyout operations

Law:
Introduction
1. Mergers of Companies:
1.1. General considerations: company mergers and corporate mergers
1.2. Corporate mergers
1.3. Specificities of mergers of public companies
1.4. Other methods of company mergers
1.5. Restrictions on company mergers
2. Acquisition of Companies:
2.1. General considerations:
- Risks of business transfer contracts and their allocation
- Asset deals and share deals: concept and reasons for choosing between models
2.2. Asset Deals
2.3. Share Deals
2.4. Preliminary agreements in business acquisition transactions
2.5. Typical clauses
2.6. Due diligence procedures and their legal relevance