29 July 2016
on course website
Understanding and managing Mergers and Acquisitions
This course deals with the economic, legal and financial aspects of Mergers & Acquisitions (M&A). The lectures will be given by reputable professors, as well as private equity fund managers, investment bankers and lawyers who are specialized in M&A.
According to the merger market, the global M&A deal volume reached a 7-year high of $934.2 billion in the second quarter of 2014, resulting in a 64%-increase compared to the same period last year and a 70%-increase compared to the second quarter of 2012 (Bloomberg M&A Financial Advisory League Tables, 2014). Major M&A transactions often catch newspaper headlines. Just recently, the unfriendly takeover bid of Mexico?s Am?rica M?vil for the Dutch telecom provider KPN and Apple?s successful acquisition of Beats Electronics (partly owned by rapper/producer Dr. Dre) for 3.2 billion dollars were extensively covered by the media. Moreover, smaller M&A transactions are part of the daily business life of many executives. They say that they use M&A as a way to consolidate or expand the market position of their firms or to increase their efficiency. Yet, most mergers and acquisitions repeatedly fail to generate economic value. This is why some experts talk about the ?merger paradox?.
The explosive growth in the number, size, and complexity of mergers and acquisitions during the latter part of the 1990s and between 2003-2008 has demonstrated how ingrained this way of doing business has become in the global business community. Interestingly, an M&A outburst is always followed by a similar move, but in the opposite direction: downwards. Many acquirers subsequently pursue spin-offs or split-ups. These dynamics form the frame of a course that contributes to understanding the position of firms as well as authorities.
Day one of this course starts with an introductory presentation by the course leader Prof. Hans Schenk. It covers the full range from merger dynamics to merger policy. The second part of day one will set the legal playing field and elaborate on major aspects of Corporate Law and Competition Law in M&A transactions. In the following four days the lecturers will deal in a multidisciplinary and interactive way with topics that are key to managing M&A. The second day focuses on (1) the selection and valuation of target and finance structures; and (2) all sorts of pre-acquisition requirements such as due diligence investigations and future organisational and financial structuring of the target or even parent. The Share Purchase Agreement (do?s and don?ts), post-acquisition governance of the target, successful exit strategies (with the help of instruments like ?sweet equity? and ?ratchets?) are taken up on the third day. With the knowledge gained in the first three days, the participants of the course will be well-prepared for the lectures about the bigger fish in the pond, the larger than 100 million euro transactions: public takeover bids (day four). In the morning of the last day the students will participate in a negotiation training workshop following the Harvard Principled Negotiation method. The afternoon of the last day will be reserved for student presentations of their papers on major M&A transactions in their home country.
The summer course will be concluded by the distribution of certificates and a canal tour through the old city of Utrecht, and drinks.
prof. dr. E.J.J. Schenk (professor of economics and business at Utrecht University and Crown member of the Social and Economic Council) and prof. dr. W.J. Oostwouder (attorney at Loyens & Loeff N.V. and professor of corporate finance law UU)
Ambitious bachelor students (from economics, management, business, or law backgrounds) who are keen to appreciate a non-mainstream, multidisciplinary and interactive approach to M&A and who are interested in improving their negotiation skills.
To provide ambitious bachelor students (economic, management, business, law) with modern insights into economic causes and effects of M&A, relevant transaction documents (like the Share Purchase Agreement) and valuations, to learn how to write and present a concise academic paper on M&A. This course is an excellent introduction to the Master course ?Mergers, Acquisitions and Restructuring? in the LLM/MSc programme Law & Economics/Economics & Law at Utrecht University.
EUR 850: Course + course materials + housing
EUR 650: Course + course materials
on course website