This course will provide an introduction to the legal aspects of mergers and acquisitions from a practitioner’s perspective. The course will examine basic M&A structures, transaction processes, regulatory aspects including competition and securities regulation, contract drafting and negotiation issues. Specific topics of a current nature including business transfers (transfer of undertaking) and cross border mergers will also be examined. Students will be required to examine and present case studies upon conclusion of the course.
The course analyses at an advanced level the competition law of the European Union: the justification for regulation in a free market economy, the applicable rules and their operation. Throughout there will be comparative consideration of equivalent rules in national law and how the two layers (seek to) coexist.
- Teacher: Robert Lane
The course deals with defining key legal, financial and intellectual property components venture capital industry consists from, providing an insight into legal status of actors involved, types of risk capital, relevance of intellectual property as an asset of the risk-capital seeking company, as well as specifics of freedom-to-operate searches. The course explains key concepts the venture industry operates with, functioning logic of venture funds, their legal commitments and requirements, ways of IP protection and monetisation, as well as using IP as an asset to attract equity funding or utilising it as an in-kind contribution. Furthermore, the course aims to provide an insight in a structure of a venture deal, focusing on different types of supporting agreements such as SHAs, investment agreements (including specific conditions, such as drag-along, tag-along, dilution, priority buyout etc), licenses and in-kind contribution arrangements.
- Teacher: Sergejs Jakimovs
The course International Insolvency Law provides a thorough introduction to the working of the European Insolvency Regulation. Particular attention will be paid to the issue of bankruptcy migration (transferring assets and activities in order to have the insolvency proceedings opened in a different Member State with more favourable rules for parties involved). In addition to questions of private international law (jurisdiction, applicable law, recognition and enforcement), the course will also deal with substantive insolvency law in different Member States in the European Union. A comparison will be made with regard to the rules on transaction avoidance in insolvencies (actio pauliana), the issue of shareholders and subordination of shareholders loans (equitable subordination) and rules on reorganisation procedures. The course will also deal with harmonization of European Insolvency Law, with topics that have already been harmonized such as protection of depositors and workers in case of insolvency, and topics which are currently being harmonized, most notably the rules on bank insolvency which seek to end the problems related to TBTF (Too Big To Fail).
- Teacher: Rolef de Weijs