The Law of Mergers & Acquisitions module (LW52144)

The law of mergers and acquisitions involves rules and regulations that govern the process when one company merges with another. This also applies when one company buys another.

This module explores how acquisitions in the private space are structured. Although publicly listed companies will not be covered in this module, much of the content in this module will still be relevant to listed companies. You will explore why the seller may want to sell the whole company or only some of its main assets. You will also learn about the mode of selling the company or assets, i.e. auction and negotiation with a single buyer.

For the bulk of the module, you will examine how the buyer may investigate the risks in the target they want to buy. This process is called due diligence. This is used in acquisitions all over the world. You will then learn how problems identified in the due diligence process can be addressed in the purchase agreement and through non-contractual methods.

What you will learn

In this module, you will:

• examine the main aspects of structuring, negotiating, and financing a domestic or cross-border private acquisition from a primarily practice-based perspective
• examine the allocation of risk between the main players in an acquisition (the buyer/s, seller/s, investor/s, and lender/s) in the process of due diligence
• explore the negotiation of the purchase agreement and the financing of the acquisition

By the end of this module, you will be able to:

• understand the likely interests of the main protagonists to an acquisition. You will understand the likely reaction of one such party to a proposed mitigation of risk by another party
• identify and assimilate material from a wide variety of legal, commercial, and industry-specific sources. You will be able to extract relevant information from these
• assimilate a large amount of information. You will be able to provide legally rigorous, client-friendly advice that is specific to the deal and/or industry

Assignments / assessment

• coursework
  • given at the end of the semester
• formative coursework
  • given halfway through the semester

This module does not have a final exam.

Teaching methods / timetable

This module will be delivered through student-led seminars based on prior reading. This will encourage a high level of engagement.

You will receive feedback on your understanding and performance through your participation in class discussions. You can also seek further assistance from the seminar leader or module coordinator.