MERGERS & ACQUISITIONS

The course shall deal with the main themes of the law of mergers and acquisitions. In this respect, Italian and EU legislation shall serve as useful parameters, often referring also to further legal systems.

A. Knowledge and understanding: the student shall acquire the knowledge of the system of normative sources, also at EU level, as well as the understanding of principles, involved interests and rules of the Law of mergers and acquisitions; the student shall also know and understand the methodological aspects of commercial law and its independence with regard to the other fields of private law.

B. Applying knowledge and understanding: the student shall acquire the ability to apply principles and to analyze the principal controversial aspects of entrepreneurial and corporate law, also through the analysis of norms and case law.

C. Making judgments: the student shall develop his/her analysis and judgment skills on entrepreneurial and corporate law, with regard to the ratio and to the interests that are brought into consideration by the law.

D. Communication skills: the student shall acquire the ability to use the lexicon of commercial law in speaking and writing expressions.

E. Learning skills: the course will help students to develop their learning skills for the prosecution of the graduate formation, by developing their individual study and self-evaluation skills through guided exercises.

Knowledge of the fundamentals of business law

1) Transactions
a) Mergers and divisions of companies
b) Contribution of assets and shares
c) Sale and purchase of assets
d) Sale and purchase of shares
e) Leveraged buy out
f) Public offers (takeovers and IPOs)
2) Institutions
a) Institutional investors
b) Banks
c) Collective investment funds
d) Private equity
e) Pension funds and insurance companies
3) Contracts
a) Structure of a sale and purchase agreement
b) Negotiation: confidentiality and due diligence activities
c) Representations and warranties
d) Price adjustments and earn-out
e) Tag and drag along clauses
f) Shareholders’ agreements for the governance of companies
4) Market regulation
a) Disclosure regulations
b) Takeover regulations
c) Market abuse

For attending students, in addition to selected readings from the book N. DE LUCA, European Company Law, Cambridge 2018, Prof. Onnis Cugia will make available selected papers on topics debated during the course.

For non-attending students, the recommended book is N. DE LUCA, European Company Law, Cambridge, 2018 (except chapters 12 and 16).

Written and oral exam. Possible students' presentations during the course will be part of the assessment.

Traditional lecturing. Attendance is necessary. Student-led discussion seminars

English

written and oral

This subject deals with topics related to the macro-area "Circular economy, innovation, work" and contributes to the achievement of one or more goals of U. N. Agenda for Sustainable Development