Unit information: The Law and Policy of Mergers and Acquisitions in 2016/17

Unit name	The Law and Policy of Mergers and Acquisitions
Unit code	LAWDM0125
Credit points	30
Level of study	M/7
Teaching block(s)	Teaching Block 4 (weeks 1-24)
Unit director	Dr. Georgina Tsagas
Open unit status	Not open
Pre-requisites	None.
Co-requisites	None.
School/department	University of Bristol Law School
Faculty	Faculty of Social Sciences and Law

Description including Unit Aims

This unit will explore the legal rules in the UK, USA and the EU which govern the market for corporate control and key aspects of corporate restructurings. It will be divided into three parts, namely the Law on Mergers and Acquisitions in the UK and in the USA (I and II) and the regulation of Mergers and Acquisitions at EU level (III). The unit aims to examine the legal framework that governs mergers & acquisitions and study the policy and political background to the legal frameworks examined. The unit also includes an examination of a series of key acquisition transactions that have taken place in the 21^st century.

Unit aims

This module offers a unique combination of the regulation of takeovers and mergers in three different jurisdictions. It allows for an appreciation of the policy background to the laws in place, as well as an appreciation of the law in action by addressing key case studies in each of these jurisdictions respectively. This unit challenges students to critically engage with fundamental theoretical, policy and practical approaches to regulating mergers and acquisitions in diverse socio-economic contexts. Using case study examples from the UK, Europe and the USA, it seeks to assess and compare a set of cross-jurisdictional legal frameworks regulating these transactions, whilst also drawing on contemporary conceptual and practical debates.

Unit Outline

The unit will provide a study of law with elements of economics, sociolegal studies and political economy. The topics covered in this unit will include, among others, the Regulation of Public Takeovers in the UK and the USA and the Regulation of Public Takeovers at EU level. A significant part of the unit will also be devoted to an examination of case studies in the following jurisdictions: UK, EU and USA.

Intended Learning Outcomes

On the completion of this unit, students will be able to demonstrate:

• thorough knowledge and systematic understanding of the laws governing control transactions in the UK, USA and at EU level
• understanding of policy issues surrounding the design and reform of the legal framework governing mergers and acquisitions in key jurisdictions
• critical assessment of concepts related to mergers and acquisitions arguing from competing perspectives and paying particular attention to contemporary issues
• critical appreciation of the legal procedures related to mergers and acquisitions
• ability to deal with practical issues in the area of mergers and acquisitions, to interpret, critically evaluate and re-express these in given, previously unseen, practical situations with appropriate critical comment.

Teaching Information

The contact hours for this unit will be 30 hours. This will usually take the form of: 8 lectures, 10 two-hour seminars and 2 assessment preparation and feedback sessions.

Assessment Information

Summative: 2 x 3000 word essays (50% each) will assess the candidate's ability to research a topic within the scope of this unit. Both assessments will assess all of the Intended Learning Outcomes for this unit in the context of topics selected by the examiners.

Formative: students should do one formative assessment (this will usually be 1 x 1500 word essay).

Reading and References

Sample readings:

1. T. Maynard, Mergers and Acquisitions: Cases, Materials, and Problems (3rd ed., 2013), 1–13
2. R Kraakman et al, The Anatomy of Corporate Law (OUP, 2nd ed. 2009): Chapter 7 (Control Transactions)
3. G. Tsagas, A long-term vision for UK Firms? Reconsidering target directors’ advisory role post the takeover of Cadbury’s plc (2014) 14 Journal of Corporate Law Studies 241
4. R. Romano, A Guide to Takeovers: Theory, Evidence and Regulation (1992) 9 Yale Journal of Regulation 119
5. RD Kershaw, Company Law in Context (2012), Web Chapter A [available http://global.oup.com/uk/orc/law/company/kershaw2e/resources/chapters/Web_Chapter_A.pdf]
6. S Grundmann, European Company Law (Intersentia, 2nd ed. 2011): Chapter 3 (Mergers & Divisions)
7. M Pannier, The EU Cross Border Merger Directive – A New Dimension for Employee Participation and Company Restructuring (2005) 16 European Business Law Review 1424