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.

In this course, we will explore the regulation of mergers, acquisitions and corporate restructurings in Europe. The course will examine the available legal techniques for the combination and restructuring of business operations in Europe, with a particular focus on cross-border transactions. Areas covered will include corporate mobility (company “migration”) in Europe, domestic and cross-border mergers, de-mergers, spin-offs, public takeovers, and the European Company, and how it is used for business restructuring and reorganisation. Particular attention will be paid to the interaction between the relevant legal concepts and the economic and financial environment firms operate in. References will also be made to the application to companies of the Treaty provisions on freedom of establishment and free movement of capital.

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 in Europe

• Employee participation (board-level co-determination) in Europe and its relevance for corporate transactions

• The European Company (SE)

• 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 Bids Directive book - Final.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%).