JUR 3665 Transaction Case
JUR 3665 Transaction Case
The purpose of this course is to give students a fundamental understanding of how corporate transactions occur in practice. The means to achieve this goal is for students to negotiate a share purchase agreement from the buyer's position in an auction process. In this process, students will be presented with the most realistic possible scenario. This includes addressing a range of practical, theoretical, and strategic questions and challenges that arise in connection with corporate acquisitions (“M&A processes”), such as due diligence, preparation of draft agreements and negotiations, various approvals and conditions for execution, pricing and financing, warranties, etc.
Upon completion of the course, students should have a good understanding of:
- The different models for acquisitions.
- The rules related to the buying and selling of shares.
- The capital structure of companies related to acquisitions and its significance for pricing.
- The structure of purchase agreements.
- Risk management in company acquisitions.
- The relationship between warranties and indemnifications.
- The transfer mechanism – the relationship between signing and transfer (“closing”).
Upon completion of the course, students should acquire and develop the ability to:
- Draft agreement drafts and revise contracts.
- Understand and assess the legal and strategic stages in a corporate transaction.
- Understand the legal management of risk in company acquisitions.
Upon completion of the course, students should have improved their ability to apply the knowledge of legal rules they have acquired thus far in their studies to a case regarding the purchase of a business. Completing the course will develop the ability to assess the mutual dynamics between commercial considerations and legal reasoning.
The course is structured around a case involving:
- Review of the term sheet.
- Company analysis/due diligence and review of the data room.
- Development and revision of the share purchase agreement.
- Negotiation with the seller.
The course will be conducted intensively with a mix of lectures, group work, and negotiations over three weeks starting from the beginning of the semester.
The course will begin with a session where the case is distributed and explained, alongside a detailed lecture on the various stages and assessments involved in carrying out a company acquisition through an auction process. Students will be divided into groups, where they will take on the role of bidders. Students will have access to draft agreements from the seller and a data room, where necessary information regarding the target company is presented. After working with the data room, evaluating, and revising the draft agreements, negotiations with the seller will be held, represented by the law firms Thommessen and Wiersholm. Throughout the course, students will also receive lectures on relevant topics of both theoretical and practical nature. Upon submitting bids and agreement drafts, a short memorandum must also be written, where students present their draft agreement and explain how they have assessed the various issues.
Re-sit exam is only possible during the next offering of the course, and students must then retake the course with a new group.
Higher Education Entrance Qualification
Disclaimer
Deviations in teaching and exams may occur if external conditions or unforeseen events call for this.
| Assessments |
|---|
Exam category: Submission Form of assessment: Submission PDF Exam/hand-in semester: First Semester Weight: 100 Grouping: Group/Individual (3 - 4) Duration: 3 Week(s) Exam code: JUR 36651 Grading scale: ECTS Resit: Examination when next scheduled course |
| Activity | Duration | Comment |
|---|---|---|
Teaching | 8 Hour(s) | |
Feedback activities and counselling | 12 Hour(s) | |
Student's own work with learning resources | 70 Hour(s) | |
Group work / Assignments | 55 Hour(s) | |
Examination | 55 Hour(s) |
A course of 1 ECTS credit corresponds to a workload of 26-30 hours. Therefore a course of 7,5 ECTS credit corresponds to a workload of at least 200 hours.
