Mr Edmund-Philipp Schuster

This course is available on the LLM (extended part-time), LLM (full-time) and University of Pennsylvania Law School LLM Visiting Students. This course is available with permission as an outside option to students on other programmes where regulations permit.

This course has a limited number of places and demand is typically high. This may mean that you’re not able to get a place on this course.

In this course, we will explore the corporate law aspects of company mergers, acquisitions and 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 in Europe, an introduction to transaction structures, domestic and cross-border mergers, de-mergers, spin-offs, and public takeovers. Particular attention will be paid to the interaction between the relevant legal concepts and the economic and financial environment firms operate in.

Content overview

• The market for corporate control, corporate ownership structures and transaction structures for public and private acquisitions, and corporate restructurings in Europe

• European takeover regulation

• Domestic mergers

• Divisions & spin-offs

• Cross-border mergers in Europe

• Employee participation and its relevance for corporate transactions

This course will have two hours of teaching content each week in Winter Term. There will be a Reading Week in Week 6 of Winter Term.

One 1,500 word essay due in Week 7 of Winter Term.

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, Principles of Takeover Regulation (OUP 2016); 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); 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 ; 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.

Exam (100%, duration: 2 hours, reading time: 15 minutes) in the spring exam period.