Module Catalogue 2024/25

Pre Requisite Comment

N/A

Co Requisite Comment

N/A

Aims

The course aims to provide a comprehensive introduction to mergers and acquisitions in the United Kingdom, including the forms of takeovers, bid procedures, strategy, and economic and regulatory issues, including protection of minority shareholders. The course will also offer the students a comparative insight into the different M&A practices in the US.

Outline Of Syllabus

The course will consider different forms of mergers: which includes an examination of the different deal structures in the UK (takeover offers and schemes of arrangements), the difference between friendly and hostile takeovers; and evaluating the advantages and disadvantages of the different forms. The economic impacts of takeover activity will also be considered: which includes creating, destroying and distributing value through takeovers.

The module will ensure students develop knowledge of the foundations of UK takeover regulation: to include The Takeover Code (general principles and rules), The Panel on Takeovers and Mergers, Companies Act 2006, and appropriate securities. This will also include an evaluation of the historical development of UK M&A regulation in order to explain the important policy decisions behind the current regulatory structure and substantive content, such as the adoption of shareholder primacy in takeover rules.

The important rules relating to bid procedure will also be covered: to include offers, announcements, mandatory bid procedure, “put up or shut up” rules, disclosure, timetables and deal completion. The course will offer a brief comparative study with US: comparing forms of mergers and takeover regulation and litigation practices. This will give the students a deeper ability to evaluate UK regulation and policy. It will also give an excellent basis for the theoretical discussions surrounding the discretion of directors, takeover defences, and options for reform.

Intended Knowledge Outcomes

On completion of the module, students will have an in-depth knowledge of takeover practices and regulation in the UK, including the risks of undertaking such activities and the different economic and political perspectives on takeover policies. The students will also be able to understand the main distinctions between the UK and US regimes and the impact these differences have on takeover practices.

Intended Skill Outcomes

•       Explain the importance of businesses in attaining competent legal advice when undertaking M&A transactions
•       The ability to communicate key legal concepts to professional audiences
•       Research and disseminate complex legal issues
•       Apply theoretical and regulatory issues to business practices

Teaching Rationale And Relationship

Lecture content will be provided in the form of seminars, which are scheduled as two hour-long synchronous blocks of material, providing students with information regarding key issues in M&A and allowing for the discussion of prepared work (reading and questions are provided in seminar sheets prior to the scheduled sessions). Small group teaching has been determined to be the most effective mode of in-person content delivery for PGT students.

The scheduled online Q&As allow for students to ‘drop in’ and ask questions concerning course content, and the MCQ activities provide students with instantaneous formative feedback on their understanding of substantive factual course content.

Assessment Rationale And Relationship

The summative coursework assess the students’ knowledge and understanding of the course by answering a complex question on the topics covered in the seminars. The students will apply the skills that they have developed over the whole course. The coursework tests the students' ability to develop and demonstrate research skill, including dissemination of materials. The students will also undertake critical analysis and present a coherent argument to the question using supporting arguments, which will include the use of legal instruments and academic commentary. It also allows students to demonstrate intended learning outcomes across a broad range of topics within the syllabus.

Formative support is provided through MCQ-based assessment during the module, which will provide instantaneous feedback to students regarding their progress.

General Notes

N/A