Introductory description

This module focuses on the acquisition and disposal of private companies, public companies and business assets, using advanced corporate law, law & economics and regulatory methodologies. It focuses in particular on takeovers, situating them in their corporate governance context and exploring the way they are regulated. It contrasts positive accounts of takeovers and the market for corporate control with more critical approaches that highlight the social costs of takeovers and call for reform.

The module will focus on issues such as: the legal mechanics of M&A; the history of takeovers; theories of takeovers and the market for corporate control; takeover regulation under the UK Takeovers Code and the EU Takeover Directive; company law rules relating to takeovers; private equity and institutional investors; comparative takeover regulation; and reform.

Module web page

Module aims

Outline syllabus

This is an indicative module outline only to give an indication of the sort of topics that may be covered. Actual sessions held may differ.

1. Introduction to company law and corporate governance
2. Legal Mechanics of M&A: asset purchase, share purchase, merger
3. History of Takeovers
4. Theoretical approaches to takeovers, corporate governance context
5. Takeover Regulation (1): Takeovers Panel, defensive measures, mandatory bid rule and consideration (price)
6. Takeover Regulation (2): consideration, squeeze out, information disclosure, protection of bidder shareholders
7. The growing influence of private equity and institutional investors
8. Comparative takeover regulation: varieties of capitalism, varieties of takeover regulation
9. Reform of takeover regulation

Learning outcomes

By the end of the module, students should be able to:

• Understand how takeovers and other corporate restructurings operate
• Understand how takeovers fit into the UK’s corporate governance system, and situate them in their historical context
• Engage in critical analysis of the legal, economic and management literature on takeovers
• Understand how takeovers are regulated in the UK and how this differs from the US and some Member States of the EU
• Engage in critical analysis of the different interests that are at stake in takeovers, and how the law seeks (or does not seek) to protect them
• Understand how private equity and institutional investors are changing the corporate governance landscape
• Evaluate and develop different proposals for reform of how takeovers are regulated

Indicative reading list

View reading list on Talis Aspire

Subject specific skills

No subject specific skills defined for this module.

Transferable skills

No transferable skills defined for this module.