This course is available on the MSc in Law and Finance. This course is not available as an outside option to students on other programmes.

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.

LL4F3 – Law of Mergers, Acquisitions and Restructuring examines the corporate law framework governing the combination, division, and restructuring of business operations in Europe, with a particular focus on cross-border transactions. M&A sits at the centre of modern corporate practice: it determines how control over productive assets is reallocated, how firms respond to competitive and financial pressures, and how value is shared between shareholders, creditors, and employees.

The course equips students with the doctrinal and analytical tools needed to understand the legal techniques available for these transactions, while situating them within the economic environment in which firms operate. The course opens with the market for corporate control and the ownership structures that shape transactions, before introducing the principal transaction structures used in public and private deals and FDI screening rules in the EU and the UK. It will then examine private M&A deals, including purchase pricing mechanisms, warranties and indemnities, W&I insurance, and MAC clauses.

The course then turns to European takeover regulation, including the mandatory bid rule, the regulation of takeover defences, as well as squeeze-out and sell-out rights. The final part addresses statutory mergers, divisions and conversions.

20 hours of seminars in the 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:

• Michael Klausner and Guhan Subramanian, Deals: The Economic Structure of Business Transactions (Harvard University Press 2024);
• RD Kershaw, Principles of Takeover Regulation (OUP 2016);
• E Schuster, The Mandatory Bid Rule: Efficient, After All? (2013) 76 Modern Law Review 529;
• Rafal Zakrzewski, 'Representations and warranties distinguished' (2013) 6 Journal of International Banking & Financial Law 341;
• Idemitsu Kosan Co Ltd v Sumitomo Corp [2016] EWHC 1909 (Comm);
• Sycamore Bidco Ltd v Breslin [2012] EWHC 3443 (Ch);
• D Kershaw and E Schuster, ‘The Purposive Transformation of Company Law’ (2021) 69 American Journal of Comparative Law 478
• Brian J M Quinn, 'Putting Your Money Where Your Mouth Is: The Performance of Earnouts in Corporate Acquisitions' (2012) 81 University of Cincinnati Law Review 127;
• R. Romano, A Guide to Takeovers: Theory, Evidence and Regulation (1992) 9 Yale Journal of Regulation 119;
• Emmenegger S, Winner M, Recalde Castells A, Skog R, eds. Unfinished Business: Two Decades with the EU Takeover Directive. Cambridge University Press; 2026.
• PL Davies, E Schuster, and E Van de Walle de Ghelcke, ‘The Takeover Directive as a Protectionist Tool?’ in: U Bernitz and W-G Ringe (eds), Company Law and Economic Protectionism (OUP 2010) pp. 105-160;
• KJ Hopt and E Wymeersch (eds), European Takeovers: Law and Practice.

Written test (100%).

This assessment will be held under exam conditions and will take place in the January exam period.