KDEC 9235 - Mergers & Acquisitions

This course covers the fundamentals of M&A and Private Equity transactions from a practical viewpoint. The course, designed to be interactive, will be dispensed in English and will bring together a team of Ropes & Gray lawyers as well as guest speakers (GCs, in-house lawyers, PE practitioners) who will share their practical experience of dealing with M&A transactions in a cross-border context.

The course will broadly cover: (i) a general introduction to M&A (main drivers for M&A, stakeholders, key steps of a M&A process and due diligence), (ii) the Share Purchase Agreement (SPA) with a particular emphasis on price mechanisms (locked box, closing accounts), signing to closing period, conditions precedent and representations & warranties, (iii) Shareholders’ Agreements and Joint Ventures, (iv) the specificities of Private Equity and LBO transactions, including management package and related tax aspects, (v) antitrust and FDI screening in an M&A context, (vi) the specificities of Public M&A transactions (IPOs and Public-to-Private transactions) and (vii) the financing of M&A and LBO transactions.

Final written exam of two hours in the form of a “case study”. Bonus points will be awarded based on active participation in class.

Pre-class workload is expected to represent an average of 1-2 hours per week.