GRA 6291 Mergers and Acquisitions
GRA 6291 Mergers and Acquisitions
The teaching language is mainly Norwegian. However, there may be lectures and exams given in English.
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.
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
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
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.
- Introduction
- Reasons for mergers and acquisitions
- Relevant law
- Transfer of shares – an overview. Redemption price
- Transaction types
- Mergers and acquisitions
- Divestitures and asset sales
- Joint ventures and alliances
- Going private transactions
- Leveraged Buyouts
- Minority squeeze outs
- Restructuring alternatives
- Planning the transaction
- Planning an acquisition
- Setting up the transaction team
- Structuring the transaction
- Transfer of shares
- Tax
- Accounting
- Anti-trust review (Norway, EU/EØS)
- Valuation and financial analysis
- Discounted Cash Flow Valuation
- Comparable Company Analysis
- Comparable Transaction Analysis
- Leveraged Buyout Analysis
- Private Company Valuation
- Negotiating the deal
- Fundamentals of negotiation
- Formulating an offer
- Letter of intent and definitive agreement
- Executing the deal
- Financing the transaction
- Earnouts and other contingent payments
- Acquisition models: Cash settlements, contribution in kind, share issues, etc
- Asset transactions vs. M&A
- Acquisition of public corporations
a.The legal environment
b. Mandatory offers and other important legal issues
c. The acquisition process
d. Defensive tactics
- Private equity
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.
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.
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 spesific prerequisites and will assume that students have followed normal study progression. For double degree and exchange students, please note that equivalent courses are accepted.
Covid-19
Due to the Covid-19 pandemic, there may be deviations in teaching and learning activities as well as exams, compared with what is described in this course description.
Teaching
Information about what is taught on campus and other digital forms will be presented with the lecture plan before the start of the course each semester.
| Assessments |
|---|
Exam category: Submission Form of assessment: Written submission Weight: 40 Grouping: Group (3 - 4) Duration: 2 Week(s) Exam code: GRA 62911 Grading scale: ECTS Resit: Examination when next scheduled course |
Exam category: Submission Form of assessment: Written submission Invigilation Weight: 60 Grouping: Individual Support materials:
Duration: 3 Hour(s) Exam code: GRA 62912 Grading scale: ECTS Resit: Examination when next scheduled course |
All exams must be passed to get a grade in this course.
| Activity | Duration | Comment |
|---|---|---|
Prepare for teaching | 6 Hour(s) | Case preparation |
Student's own work with learning resources | 85 Hour(s) | Includes preparation for class. |
Teaching | 36 Hour(s) | Including any case presentations. |
Group work / Assignments | 30 Hour(s) | |
Examination | 3 Hour(s) |
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.