Professor David Kershaw, NAB 7.28 and Mr Edmund-Philipp Schuster, NAB 6.30

LLM and MSc Law and Accounting students.

This course is capped at 60 students. Students must apply through Graduate Course Choice on LSEforYou.

 

This course will look at the regulation of the market for corporate control and corporate restructurings in Europe and the United States. In the first term the course will focus on the European context. Areas covered will include freedom of establishment and mobility of companies in Europe, the directives on domestic and cross-border mergers and divisions, regulation of public takeovers in Europe, and the European Company and its relevance for restructurings and reorganisations. In the Lent Term the course will look at the regulation of the bid process and at takeover defence regulation in the US, UK and EU. In the Lent term will also look at the development of the private equity industry and at typical fund and transaction structures used in private equity deals.

Michaelmas Term:
Introduction to the market for corporate control and corporate ownership structures
Introduction to takeover transaction structures and restructuring options under European law
Regulatory competition in the European company law
Employee participation in Europe
Restructurings through the European Company (SE)
Implications of SE restructurings for board structure and composition as well as the involvement of employees
EU Cross-Border mergers directive
EU directives on domestic mergers and divisions
EU Directive on Takeovers
Introduction to "Varieties of Capitalism"

Lent Term:
Takeover process regulation
The extra-territorial effects of US process regulation
Takeover defence regulation
The mandatory bid rule
Private equity and management buyouts: fund structures; deal structures; value strategies
Regulating conflicts of interest in going private transactions
Financial assistance regulation
Effectiveness of the market for corporate control
Tax issues in control transactions

2 hours of lectures a week in MT and LT.  Two 2 hour classes in each of MT and LT.  1 four hour revision session in the ST.

One timed essay in each of MT and LT (approximately three weeks to complete each one).

A full reading list will be made available via Moodle at the beginning of the course. Background material can be found in RD Kershaw, Company Law in Context (2009), Web Chapter A [available here]; R. Kraakman et al, The Anatomy of Corporate Law (2004); B. Black, The Law and Finance of Corporate Acquisitions (1995); and W. Carney, Mergers and Acquisitions (2003).

A three hour examination. Students answer three questions (100%).