TopWelcome to the 2012-2013 course on “Mergers & Acquisitions”.
I. Topics
The broad topics that would be covered in this course are listed below. The syllabus is not meant to be rigid, and some topics may be modified depending on the progress we make during the course and the interest demonstrated by students in any specific areas.
· Introduction: Overview and Objectives of the Course
· Rationale for M&A
· Transaction Structures & Terminology
· Business Sales / Asset Sales
· Schemes of Arrangement
o Corporate Mergers
o Compulsory Acquisition of Shares
o Squeeze-outs / Freezeouts
· Takeovers
o Nature of Takeover Regulation
o Voluntary & Mandatory Offers
o Procedures & Obligations
o Friendly & Hostile Bids; Takeover Defences
o Role of the Target’s Board
· Leveraged Buyouts / Management Buyouts
· Corporate Governance in M&A
· Deal-making
o Due Diligence
o Legal Aspects of Valuation
o Legal Documentation
§ Structuring
§ Drafting
§ Negotiation
An indicative schedule for the course is set out at the end of this syllabus. Please note that this is only tentative and that there could a spill-over of topics from one class to another depending on the progress we make.
II. Reading Materials
The reading assignments for each class would essentially consist of book chapters and articles authored by academics and practitioners as well as appropriate case law. Different sets of readings will be assigned for each class, which will be posted on IVLE one week prior to each class. A hardcopy of such materials will also be made available.
1. Statutory Materials
In addition to reading materials provided for each class, you are required to access the following legislation, rules and regulations as they will be regularly referred to during the seminars:
Singapore
(a) Companies Act (Cap 50);
(b) Securities and Futures Act (Cap 289);
(a) & (b) above can be accessed through http://statutes.agc.gov.sg/ or LawNet.
(c) The Singapore Code on Take-overs and Mergers (through http://www.mas.gov.sg/~/media/resource/sic/Take_over_Code_9_Apr_2012.pdf);
(d) The Listing Manual of the Singapore Exchange Securities Trading Limited (through http://rulebook.sgx.com/en/display/display_viewall.html?rbid=3271&element_id=4830).
UK
The City Code on Takeovers and Mergers (accessible at http://www.thetakeoverpanel.org.uk/wp-content/uploads/2008/11/code.pdf).
US
The Securities Exchange Act of 1934 (as amended by the Williams Act of 1968) (through http://www.sec.gov/about/laws.shtml).
2. Books
For additional reference, the following books have been made available on reserve at the C.J. Koh Law Library:
(a) Brown, Meredith, Takeovers: Strategic Guide to Mergers and Acquisitions (2011);
(b) Chandrasegar, Chidambaram, Take-Overs and Mergers (2010);
(c) Davis, Wendy B., Mergers and Acquisitions: Cases & Problems (2007);
(d) Kenyon-Slade, Stephen, Mergers and Takeovers in the US and UK: Law and Practice (2004);
(e) Oesterle, Dale, The Law of Mergers and Acquisitions (2012); and
(f) Weinberg & Blank on Takeovers and Mergers (latest updated edition, 2010).
3. Other Materials
As the subject of M&A possesses immense contemporary relevance, you are encouraged to stay updated with current developments through business media such as the Business Times (Singapore), Financial Times, Wall Street Journal and New York Times’ DealBook. From an academic perspective, the following resources are useful for a discussion of recent trends:
(a) The Deal Professor (http://dealbook.nytimes.com/category/deal-professor/);
(b) M&A Law Prof Blog (http://lawprofessors.typepad.com/mergers/);
(c) Corporate Law & Governance (http://corporatelawandgovernance.blogspot.com/).
While (a) and (b) are focused on the U.S., (c) is wider in its coverage with greater emphasis on developments in the U.K and other parts of the world.
III. Course Methodology & Assessments
The course will be conducted through 12 weekly seminars. Students are requested to read the assigned materials in advance of the class in order to appreciate the class discussion. The course methodology would follow a combination of lecture and class discussion, with the Socratic method exploited to the extent appropriate.
The assessment for the course comprises the following:
(i) A final in-class exam (70% of the consolidated marks) to be held on Friday, 3 May 2013, PM. This will be an open-book exam, and students are free to carry any written or printed materials into the exam;
(ii) Writing assignment (20% of the consolidated marks): Short joint paper (no more than 4,000 words) on a topic to be determined in consultation with the course convenor. Given the usually large class size for this course, papers are required to be written jointly, i.e. 2 students per paper. The paper is due 15 March 2013;
(iii) Class participation (10% of the consolidated marks): A group of students will be assigned for discussion during each seminar. In addition, students will be assessed based on general participation in class as well as discussions on the IVLE Forum.
IV. Contact Information
If you have any questions or would like to discuss any matter with me, please feel free to see me after class, drop by my office or email me.
Office: FED #02-21
Tel: 6516-3606
Email: v.umakanth@nus.edu.sg
Umakanth Varottil
December 2012
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COURSE SCHEDULE
The indicative seminar schedule with topics is set out below:
Seminar 1
15 January 2013
|
Introduction; Rationale for M&A |
Seminar 2
22 January 2013
|
Transaction Structures & Terminology |
Seminar 3
29 January 2013
|
Business Sales / Asset Sales |
Seminar 4
5 February 2013
|
Schemes of Arrangement: Statutory Mergers |
Seminar 5
Make up class for 12 February 2013[1]
|
Schemes of Arrangement: Compulsory Acquisition of Shares; Squeeze-outs/Freezeouts |
Seminar 6
19 February 2013
|
Takeovers: Nature of Takeover Regulation |
Break: Recess Week
|
|
Seminar 7
5 March 2013
|
Takeovers: Pre-Bid/Bid Procedures and Disclosures |
Seminar 8
12 March 2013
|
Takeovers: Procedures & Obligations; Voluntary & Mandatory Offers |
Seminar 9
19 March 2013
|
Hostile Takeovers; Role of the Target’s Board; Takeover Defences |
Seminar 10
26 March 2013
|
Leveraged Buyouts / Management Buyouts |
Seminar 11
2 April 2013
|
Deal-Making: Documentation and Negotiation |
Seminar 12
9 April 2013
|
Deal-Making: Due-diligence and Valuation |
[1] Since 12 February is a holiday for Chinese New Year, we will be scheduling a make-up class for that. The exact date for the make-up class will be announced later. Depending on that, we may have to readjust the schedule of the specific topics accordingly.