課程名稱 |
併購交易架構法律與實務 Structuring Mergers and Acquisition Transactions |
開課學期 |
112-1 |
授課對象 |
法律學院 法律研究所 |
授課教師 |
顧奎夫 |
課號 |
LAW7816 |
課程識別碼 |
A21EM33A0 |
班次 |
|
學分 |
2.0 |
全/半年 |
半年 |
必/選修 |
選修 |
上課時間 |
星期四6,7(13:20~15:10) |
上課地點 |
霖1403 |
備註 |
本課程以英語授課。 限法律學院學生(含輔系、雙修生) 總人數上限:20人 |
|
|
課程簡介影片 |
|
核心能力關聯 |
核心能力與課程規劃關聯圖 |
課程大綱
|
為確保您我的權利,請尊重智慧財產權及不得非法影印
|
課程概述 |
This course will survey US law governing mergers and acquisitions and analyze the agreements lawyers use to initiate and complete these transactions. Topics covered will include the structures commonly used in M&A transactions; the duties of management and directors; the rights of shareholders; and the structure and important terms of acquisition agreements. |
課程目標 |
To make students familiar with:
- The structure of M&A transactions
- The duties of management, directors, and controlling shareholders in M&A transactions
- The most important terms of M&A agreements |
課程要求 |
1. Regular class attendance
2. Regular class participation
3. Midterm Examination 10/26
4. Final Examination 12/21 |
預期每週課後學習時數 |
Students will generally spend 4 hours per week preparing for class.
Please see "Modules" for each week's worksheet, which explains the assignments for that week. |
Office Hours |
每週五 11:30~13:30 每週四 11:30~13:00 備註: My office: Room 838 (8th floor) in the 社科院 (the grey/white concrete building you can see from the widow of our classroom). The west wing elevator is the one closest to my office. |
指定閱讀 |
Readings selected by instructor and exercises created by instructor.
Instructor will post each week’s reading materials and exercises at least one week before class.
Please see "Modules" for each week's worksheet, which provides the readings for that week. |
參考書目 |
|
評量方式 (僅供參考) |
No. |
項目 |
百分比 |
說明 |
1. |
Attendance and participation |
20% |
PARTICIPATION:
Frequent contributions in class: 10 points
Regular contributions in class: 9 points
Occasional contributions in class: 7 points
Rare or no contributions in class 5 points
ATTENDANCE
Missed two weeks or fewer of class (but more than one): 10 points
Missed three weeks or fewer (but more than two): 9 points
Missed four weeks or fewer (but more than three): 6 points
Missed five weeks or fewer (but more than four): 5 points
Do NOT miss more than 5 weeks. It will result in the lowest passing grade (assuming you pass the midterm and the final exam). You will fail the class if you miss more than 6 classes. |
2. |
Midterm examination |
40% |
Midterm 40 points. Multiple-choice and short-answer questions.
Closed book, except for one-sheet on A4 paper (hard copy). Anything you can write/type on one side (the other side must be blank). |
3. |
Final examination |
40% |
Final Exam 40 points. Multiple-choice and short-answer questions.
Closed book, except for one-sheet on A4 paper (hard copy). Anything you can write/type on one side (the other side must be blank). |
|
週次 |
日期 |
單元主題 |
第1週 |
9/7 |
Introduction to course
The structure of the acquisition
Basic tax issues in M&A transactions |
第2週 |
9/14 |
Introduction to due diligence
Introduction to M&A documents: preliminary agreements
Letter of Intent |
第3週 |
9/21 |
Fiduciary duties in M&A transactions
Shareholder Voting in M&A transactions
Confidentiality Agreement (Non-Disclosure Agreement) |
第4週 |
9/28 |
NO CLASS - 教師節 |
第5週 |
10/5 |
Acquisition Agreement – Purchase Price; Closing Mechanics [Part 1]
Acquisition Agreement – Purchase Price; Closing Mechanics [Part 2] |
第6週 |
10/12 |
Acquisition Agreement – Purchase Price; Closing Mechanics [Part 3]
Acquisition Agreement – Representations & Warranties [Part 1] |
第7週 |
10/19 |
Acquisition Agreement – Representations & Warranties [Part 2]
Buffer class / Review for midterm exam – in class Q&A |
第8週 |
10/26 |
MIDTERM EXAM |
第9週 |
11/2 |
Acquisition Agreement – Covenants [Part 1]
Acquisition Agreement – Covenants [Part 2] |
第10週 |
11/9 |
Acquisition Agreement – Closing Conditions [Part 1]
Acquisition Agreement – Closing Conditions [Part 2] |
第11週 |
11/16 |
Acquisition Agreement – Termination [Part 1]
Acquisition Agreement – Termination [Part 2] |
第12週 |
11/23 |
Acquisition Agreement – Indemnification [Part 1]
Acquisition Agreement – Indemnification [Part 2] |
第13週 |
11/30 |
Acquisition Agreement – Boilerplate [Part 1]
Acquisition Agreement – Boilerplate [Part 2] |
第14週 |
12/7 |
Acquisition Agreement – corporate governance provisions
Acquisition Agreements – Material Adverse Change clauses
Acquisition Agreement – how the provisions of an Acquisition Agreement work together |
第15週 |
12/14 |
Buffer class
Review for final exam – in class Q&A |
第16週 |
12/21 |
FINAL EXAM |