Nuts and Bolts of M&A

Course Description:

The course in Winter Semester is intended as an introduction to mergers and acquisitions. The course will cover the M&A process, focussing on privately negotiated transactions. The Summer Semester course will focus on M&A for publicly listed companies. The course will take the students step by step through the process, including the motivations of buyers and sellers, preliminary agreements (such as confidentiality agreements and letters of intent), the due diligence process (documentary, financial, management and specialized, such as environmental, IP, tax, tort and cartel law), the choice of the transaction form (share or asset purchase) and the reasons for choosing one or the other. There will be several classes devoted to the drafting and negotiation of the definitive purchase agreement, comparing “buyside” and “sellside” forms. The course will also introduce the students to the issues which can arise between signing and closing a purchase transaction and those relating to post closing integration, as well as the particular issues which arise in minority investments and joint ventures.

Note:

Except in the case of express permission from Mr. Kenadjian or Dr. Georgieff for students who can demonstrate prior experience, academic or professional, in the field, it is a prerequisite for the advanced Summer Semester course "Public M&A - a Comparative Approach" taught by Mr. Kenadjian and Dr. Georgieff.

Reading List:

  • Donald M. DePamphilis, Mergers, Acquisitions, and Other Restructuring Activities, 7th Edition, Academic Press
  • Stanley Foster Reed, Alexandra Reed Lajoux and H. Peter Nesvold, The Art of M&A, A Merger/Acquisition/Buyout Guide, 4th Edition, McGraw-Hill, 2007

Credit Points:

5

Lecturer(s):

Patrick Kenadjian

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