Mr Edmund-Philipp Schuster NAB6.30

This course is available on the Executive LLM. This course is not available as an outside option.

This course will be offered on the Executive LLM during the four year degree period. The Department of Law will not offer all Executive LLM courses every year, although some of the more popular courses may be offered in each year, or more than once each year. Please note that whilst it is the Department of Law's intention to offer all Executive LLM courses, its ability to do so will depend on the availability of the staff member in question. For more information please refer to the Department of Law website.

There are no formal pre-requisites for this module.

In this module, we will explore the regulation of mergers, acquisitions and restructurings in Europe. We will focus on legal techniques for the combination and restructuring of business operations in Europe, with a particular focus on the legal issues arising in cross-border transactions in the EU.

There are a number of reasons for corporations wanting to restructure their operations or to make acquisitions. For instance, firms may want to acquire a strategically valuable firm or asset in order to improve the efficiency (and thus increase the value) of their business operations; they may want to implement a better governance structure, enabling them to manage their undertaking more effectively; or they may want to subject themselves to more favourable legal or tax rules – including choosing among different national corporate laws.

EU law offers a range of legal vehicles for achieving such aims, and it is these vehicles we will explore throughout the term. In particular, we will look at re-incorporations of EU companies based on the relevant Treaty provisions; takeovers of (listed) EU companies; domestic (“statutory”) mergers; de-mergers and spin-offs; cross-border mergers in the EU; and the European Company.

Content overview:

• The market for corporate control, corporate ownership structures and transaction structures for takeovers and restructurings in Europe

• European takeover regulation

• Domestic mergers

• Divisions & spin-offs

• Cross-border mergers

• Employee participation (board-level co-determination) and board structures, and their relevance for corporate transactions

• The European Company (SE)

• Brief introduction to taxation of corporate transactions and tax-related drivers and incentives for intra-group reorganisation and company migration

24-26 hours of contact time.

Students will have the option of producing a formative exam question of 2000 words to be delivered one month from the end of the module’s teaching session by email.

A full reading list will be made available via Moodle at the beginning of the course. Sample readings: R. Romano, A Guide to Takeovers: Theory, Evidence and Regulation (1992) 9 Yale Journal of Regulation 119; RD Kershaw, Company Law in Context (2012), Web Chapter A [available here: http://global.oup.com/uk/orc/law/company/kershaw2e/resources/chapters/Web_Chapter_A.pdf]; S Grundmann, European Company Law (Intersentia, 2nd ed. 2011): Chapter 3 (Mergers & Divisions); R Kraakman et al, The Anatomy of Corporate Law (OUP, 2nd ed. 2009): Chapter 7 (Control Transactions); PL Davies et al, The Takeover Directive as a Protectionist Tool? [available here: http://ssrn.com/paper=1554616]; C Clerk et al, A Legal and Economic Assessment of European Takeover Regulation [available here: http://www.ceps.eu/system/files/Takeover%20Bids%20Directive%20book%20-%20Final.pdf]; E-P Schuster, The Mandatory Bid Rule: Efficient, After All? (2013) 76 Modern Law Review 529; KJ Hopt and E Wymeersch (eds), European Takeovers: Law and Practice; M Pannier, The EU Cross Border Merger Directive – A New Dimension for Employee Participation and Company Restructuring (2005) 16 European Business Law Review 1424.

Either a take-home examination or 8,000 word assessed essay (100%).