GRA 6291 Mergers and Acquisitions

GRA 6291 Mergers and Acquisitions

Course code: 
GRA 6291
Department: 
Finance
Credits: 
6
Program of study: 
Master of Science in Law and Business
Course coordinator: 
Morten Kinander
Øyvind Norli
Product category: 
Master
Portfolio: 
MSc in Law and Business
Semester: 
2020 Autumn
Active status: 
Active
Teaching language: 
Norwegian
Course type: 
One semester
Introduction

The life (and death) of a company depends sometimes on expansion and sometimes on shrinking. When making strategic choices, corporate decision makers need to understand why, when, and how to acquire other companies, to merge with other companies, or to demerge parts of their own operations. Sometimes the acquirer is a competitor in the same line of business, a so-called industrial buyer, and other times it is a financial investor, looking to restructure and refine companies with potential. This course consists of the financial and legal aspects of mergers and acquisitions (M&A), and combination of businesses, including an overview of different forms and models of transactions.

Learning outcomes - Knowledge

The students will acquire knowledge on:

  • the legal and practical procedures for mergers
  • different types of transactions where ownership of assets/companies is changing
  • the tax and accounting implications of asset vs share purchases
Learning outcomes - Skills

The students will be able to:

  • draft merger/demerger plans and takeover agreements
  • choose a strategy for takeovers, especially taking into account the difference between voluntary and mandatory offers
  • advise on the private placements and take-overs with contributions in kind
  • advise on the conditions for delisting of listed companies
  • value companies or assets involved in a transaction
General Competence

Students will be in a position to reflect on the merits of a merger and justify why it makes strategic sense – despite the empirical evidence that the majority of mergers does not result in improved financial performance.

Course content
  1. Introduction
    1. Reasons for mergers and acquisitions
    2. Relevant law
    3. Transfer of shares – an overview. Redemption price
       
  2. Transaction types
    1. Mergers and acquisitions
    2. Divestitures and asset sales
    3. Joint ventures and alliances
    4. Going private transactions
    5. Leveraged Buyouts
    6. Minority squeeze outs
    7. Restructuring alternatives
       
  3. Planning the transaction
    1. Planning an acquisition
    2. Setting up the transaction team
       
  4. Structuring the transaction
    1. Transfer of shares
    2. Tax
    3. Accounting
    4. Anti-trust review (Norway, EU/EØS)
       
  5. Valuation and financial analysis
    1. Discounted Cash Flow Valuation
    2. Comparable Company Analysis
    3. Comparable Transaction Analysis
    4. Leveraged Buyout Analysis
    5. Private Company Valuation
       
  6. Negotiating the deal
    1. Fundamentals of negotiation
    2. Formulating an offer
    3. Letter of intent and definitive agreement
       
  7. Executing the deal
    1. Financing the transaction
    2. Earnouts and other contingent payments
    3. Acquisition models: Cash settlements, contribution in kind, share issues, etc
       
  8. Asset transactions vs. M&A
     
  9. Acquisition of public corporations
          a.The legal environment
          b. Mandatory offers and other important legal issues
          c. The acquisition process
          d. Defensive tactics
     
  10. Private equity
     
Teaching and learning activities

The course uses lectures, discussions, and project assignments. Discussions of current events using relevant online platforms is also an important part of the learning process.

 

Software tools
No specified computer-based tools are required.
Additional information

Please note that while attendance is not compulsory in all courses, it is the student’s own responsibility to obtain any information provided in class.

All parts of the assessment must be passed in order to get a grade in the course.

Qualifications

All courses in the Masters programme will assume that students have fulfilled the admission requirements for the programme. In addition, courses in second, third and/or fourth semester can have specific prerequisites and will assume that students have followed normal study progression. For double degree and exchange students, please note that equivalent courses are accepted.

Exam categoryWeightInvigilationDurationSupport materialsGroupingComment exam
Exam category:
Submission
Form of assessment:
Written submission
Exam code:
GRA 62911
Grading scale:
ECTS
Grading rules:
Internal examiner
Resit:
Examination when next scheduled course
40No2 Week(s)Group (3 - 4)
Exam category:
Submission
Form of assessment:
Written submission
Exam code:
GRA 62912
Grading scale:
ECTS
Grading rules:
Internal and external examiner
Resit:
Examination when next scheduled course
60Yes3 Hour(s)
  • BI-approved exam calculator
  • Simple calculator
  • Bilingual dictionary
  • Book: Erling Christiansen og Bjarne Rogdaberg (eds), "Materialsamling i børs- og verdipapirrett"
  • Compilation of laws
Individual
Exams:
Exam category:Submission
Form of assessment:Written submission
Weight:40
Invigilation:No
Grouping (size):Group (3-4)
Support materials:
Duration:2 Week(s)
Comment:
Exam code: GRA 62911
Grading scale:ECTS
Resit:Examination when next scheduled course
Exam category:Submission
Form of assessment:Written submission
Weight:60
Invigilation:Yes
Grouping (size):Individual
Support materials:
  • BI-approved exam calculator
  • Simple calculator
  • Bilingual dictionary
  • Book: Erling Christiansen og Bjarne Rogdaberg (eds), "Materialsamling i børs- og verdipapirrett"
  • Compilation of laws
Duration:3 Hour(s)
Comment:
Exam code: GRA 62912
Grading scale:ECTS
Resit:Examination when next scheduled course
Type of Assessment: 
Ordinary examination
Total weight: 
100
Student workload
ActivityDurationComment
Prepare for teaching
6 Hour(s)
Case preparation
Student's own work with learning resources
85 Hour(s)
Includes preparation for class.
Teaching on Campus
36 Hour(s)
Including any case presentations.
Group work / Assignments
30 Hour(s)
Examination
3 Hour(s)
Sum workload: 
160

A course of 1 ECTS credit corresponds to a workload of 26-30 hours. Therefore a course of 6 ECTS credits corresponds to a workload of at least 160 hours.