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Mr Edmund-Philipp Schuster NAB6.30

This course is available on the LLM (extended part-time), LLM (full-time), MSc in Law and Accounting and University of Pennsylvania Law School LLM Visiting Students. This course is available with permission as an outside option to students on other programmes where regulations permit.

This course is capped at 90 students.Students must apply through Graduate Course Choice on 杏吧论坛forYou.

In this course, we will explore the regulation of mergers, acquisitions and restructurings in Europe. The course will examine the available legal techniques for the combination and restructuring of business operations in Europe, with a particular focus on cross-border transactions. Areas covered will include corporate mobility in Europe, domestic and cross-border mergers, de-mergers, spin-offs, public takeovers, and the European Company, and how it is used for business restructuring and reorganisation. Particular attention will be paid to the interaction between the relevant legal concepts and the economic and financial environment firms operate in.

Content overview

• The market for corporate control, corporate ownership structures and transaction structures for takeovers and restructurings in Europe

• European takeover regulation

• Domestic mergers

• Divisions & spin-offs

• Cross-border mergers in Europe

• Employee participation and its relevance for corporate transactions

• Restructuring and the European Company (SE)

• Introduction to taxation of corporate transactions (non-examinable)

20 hours of seminars in the LT. 2 hours of seminars in the ST.

One 1500 word essay, due in Week 7 of LT.

A full reading list will be made available via Moodle at the beginning of the course. Sample readings: R. Romano, A Guide to Takeovers: Theory, Evidence and Regulation (1992) 9 Yale Journal of Regulation 119; RD Kershaw, Company Law in Context (2012), Web Chapter A [available here: ]; S Grundmann, European Company Law (Intersentia, 2nd ed. 2011): Chapter 3 (Mergers & Divisions); R Kraakman et al, The Anatomy of Corporate Law (OUP, 2nd ed. 2009): Chapter 7 (Control Transactions); PL Davies et al, The Takeover Directive as a Protectionist Tool? [available here: ]; C Clerk et al, A Legal and Economic Assessment of European Takeover Regulation [available here: ]; E-P Schuster, The Mandatory Bid Rule: Efficient, After All? (2013) 76 Modern Law Review 529; KJ Hopt and E Wymeersch (eds), European Takeovers: Law and Practice; M Pannier, The EU Cross Border Merger Directive – A New Dimension for Employee Participation and Company Restructuring (2005) 16 European Business Law Review 1424.

Exam (100%, duration: 2 hours, reading time: 15 minutes) in the summer exam period.