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The module provides a critical and insightful view of current global legal developments and trends with the aim of identifying the most salient legal issues involved in corporate finance and M&As in the context of increasingly complex financial phenomena and international markets.

Topics covered

• Corporate Finance: the Players and the Markets
• Equity and Debt Instruments
• Initial Public Offerings of Shares and Secondary Markets
• Hard and Soft Aspects of Mergers
• Acquisition Finance
• Introduction to Mergers & Acquisitions, Negotiations and Preliminary Documents
• Due Diligence
• Share Purchase Agreements
• Shareholders Agreement and Other Ancillary Documents
• Takeovers

Learning outcomes

If you complete the module successfully, you should be able to:

• understand and evaluate both the practical application and underlying forces within corporate finance law.
• understand and distinguish appropriate research and enquiry techniques to assess corporate finance law challenges within the wider business context.
• assess, from a legal perspective, the pros and cons of using debt vs. equity.
• describe and differentiate how to structure private equity and M&A deals.
• apply theoretical models to real-world business solutions.
• solve complex problems to support corporate finance aspects from a legal perspective.
• identify and analyse corporate finance law for business-related problems.
• identify, evaluate and critically appraise alternative solutions to business problems.
• demonstrate communication skills (including the ability to articulate complex solutions to business related decisions, structure arguments and to effectively relate these in an independent piece of research work).
• synthesise and use information and materials from a variety of different sources to support an argument.
• complex corporate finance law problem-solving skills in a professional capacity.
• research skills into a financially related business problem and the application of these in the assembling and analysis of facts and situations.

Assessment

This module is assessed by:

Coursework (50% weighting):

• There is one item of coursework for this module which contributes to the final assessment mark for this module:
• Coursework: a written essay of a maximum of 2,000 or 2,500 words (deadline – weeks 9-12) The coursework is designed to check student progress, extend and reinforce concepts covered and also test individual performance.

Examination (50% weighting):

• The final piece of assessment will be an unseen written examination of 2 hours’ duration.

Essential reading

The following is an illustrative list of the reading materials that will be referred to in the module:

• Ellis Ferran, Principles of Corporate Financial Law, OUP, 2008.
• Louise Gullifer and Jennifer Payne, Corporate Finance Law: Principles and Policy, Hart, 2011.
• William W. Bratton, Corporate Finance: Cases & Materials, Foundation Press, 2010
• Tom Speechley, Acquisition Finance, Tottel Publishing, first edition, 2008.
• Donald DePamphilis, Mergers, Acquisitions and Other Restructuring Activities, Elsevier Academic Press, third edition, 2013.
• Andrew Stilton, Sale of Shares & Business, Sweet & Maxwell, 2011.
• Stephen Kenyon-Slade, Mergers and Takeovers in the US and UK: Law & Practice, OUP, 2004.
• Kelly Hill, Cases in Corporate Acquisitions, Buyouts, Mergers & Takeovers, Gale, 2013.
• Structuring M&A Transactions: Leading Lawyers on Negotiations, Due Diligence, and Deal Strategies for Mergers & Acquisitions (Inside the Minds), Aspatore Books, 2007.
• Jerry W. Markham, Jose Gabilondo and Thomas Lee Hazen, Corporate Finance: Debt Equity and Derivative Markets and their Intermediaries, West Publishing, third edition, 2011.
• Robert W. Hamilton and Richard A. Booth, Corporate Finance: Cases and Materials, West Publishing, fourth edition, 2012.