040727 UK Topics in Mergers and Acquisitions II (2022S)

The course provides an overview of the relevant transaction documents, in particular letter of intent, share purchase agreement, syndicate agreement and financing agreements. Using sample examples, students are introduced to contract drafting in a practice-relevant manner. Tax aspects, which play a decisive role in many M&A transactions, are presented as well as aspects of antitrust law and takeover law. The course is intended as a practice-related basis for further in-depth study of transaction business and contract drafting in M&A transactions. Special emphasis will be placed on the special topic of banking M&A.

The one-hour in-depth course gives an overview of the contract drafting of an M&A transaction with a main focus on banking M&A. In addition, the following points will be covered: Purchase price structuring (earn-out clauses), option rights; basic principles of reorganisation tax law; private equity vs debt financing; special features of listed companies; squeeze-out and cash compensation; special issues regarding real estate law, distressed M&A.