MERGERS AND ACQUISITIONS LAW

The course is essential for the training of the future international manager. A fundamental aspect of the management of any company concerns, in fact, the decisions to implement merger & acquisitions operations. To this end, a manager needs to know the legal problems that these operations entail. Once the legal problems have been identified, the next step is to analyze them from an legal/economic point of view. This approach helps to select the most efficient solution from a legal and stakeholder point of view in the economic and legal conditions at the time of taking the decision.
For these reasons, the course includes the theoretical study of the discipline and that of practical cases within different economic and legal systems.

A. Knowledge and understanding: the student acquires knowledge of the principles, rationale and interests involved, and the rules of merger and acquisitions and related operations.

B. Ability to apply knowledge and understanding: the student acquires the ability to identify and apply principles and solution criteria for the main issues of m&a operations and related ones through the analysis of regulation and case law.

C. Autonomy of judgment: the student develops their ability to identify, analyze and critically assess the problems deriving from the regulation of m&a and related operations.

D. Communication skills: the student acquires the ability to correctly and effectively use the vocabulary of economic law, especially the law of operations in oral and written expression.

E. Learning skills: the course helps to increase the student's learning capacity for the continuation of the master's training path, developing the skills of individual study and self-assessment of one's preparation through exercises carried out in a guided way in the classroom.

Knowledge of the basic concepts and fundamental institutions of company law.

1) Operations
a) Mergers and demergers
b) Contributions
c) Company transfer
d) Transfer of share packages
e) Leveraged buy out
f) Public offers (takeover bids and IPOs)

2) The operators
a) Institutional investors
b) Banks
c) Mutual funds
d) Private equity
e) Pension funds and insurance companies

3) Contracts
a) Structure of an equity purchase agreement
b) The negotiation phase: confidentiality and due diligence activities
c) Representations and Warranties
d) Price adjustments and earn-out clauses
e) Drag-and-drop clauses
f) Shareholders' agreements

4) Market discipline
a) Information
b) The regulation of public offers
c) Market abuse

- R. Kraakman, J. Armour, P. Davies, L. Enriques, H. Hansmann, G. Hertig, K. Hopt, H. Kanda, M. Pargendler, W.-G. Ringe, E. Rock, The Anatomy of Corporate Law. A Comparative and Functional Approach, Third Edition, Oxford, Oxford University Press, 2017, Chapter 2; Chapters 7 to 9; the other parts of the text are indicated during the course;
- S.M. Bainbridge, Corporate Law, Fourth Edition, Foundation Press, St. Paul (MN, US), Capitolo 12;
- Other materials are provided or indicated during the course.

Written exam. Multiple choice test. 11 questions. A correct answer will get 3 points, an incorrect answer will get -1 point, no point for no answer. The first two incorrect answers will not be counted.

Traditional frontal teaching.

English

written