This module deals with the law governing company takeovers. It covers the M&A process and focuses on "private M&A transactions". The students are led through the M&A process step by step, including the motivation of buyer and seller, pre-contracts (confidentiality agreements, letter of intent), the due diligence process (organization, review, documentation including consequences for the transaction and the transaction documentation), the choice of transaction form (share deal or asset dear) and the respective reasons. Several seminars will be dedicated to drafting and negotiating the transaction documents, taking a look at both buyer’s and seller’s perspectives. The module will also introduce the students to issues that may arise in between signature of contracts and the execution of a transaction, and issues relating to the subsequent integration. It will furthermore investigate specific question arising in the case of minority interests and joint ventures.
Upon completion of the module, the students will have acquired the skills necessary to conceptualize, analyze and execute a M&A process including due diligence.
The students will also gain an understanding of the agreements typically concluded in the course of this M&A process. Furthermore, they will have gained a thorough understanding of the issues that may arise in the course of "private M&A transactions", and they can apply their newly acquired skills and knowledge to the case at hand as well.
Prof. Dr. Andreas Cahn