Studying at York
Practice of Corporate Transactions - LAW00082M
Module summary
During its life cycle, a company will enter into a number of transactions which are very important to its fortunes – relating to raising finance, the acquisition or sale of businesses, and (should they become distressed) restructuring. Whilst most companies will enter such transactions relatively rarely, due to their importance lawyers and other professionals are invariably heavily involved in their planning and execution.
This module examines the different forms which these transactions take, the documents and methodology employed to complete the transactions and the role of lawyers in execution and risk management. It does this with reference to a Case Study of a company from its inception and initial financing, through a phase of growth and acquisition, and culminating in its rescue and restructuring.
The module will be useful to students with an interest in the practice of corporate law (in particular M&A), banking law and restructuring law.
Students choosing this module must have studied company law, either at undergraduate level or by taking the International Corporate Governance and Company Law module.
Module will run
| Occurrence | Teaching period |
|---|---|
| A | Spring Term 2022-23 |
Module aims
The module is designed to develop an understanding of different types of corporate finance, M&A and restructuring transactions entered into by private companies, the methodology used to execute them, and the legal issues commonly arising. It also aims to develop the ability to advise clients on the suitability of different forms of transactions depending on the commercial context, and how to manage risk associated with these types of transaction.
Module learning outcomes
This module has seven Module Learning Outcomes. At the end of the module, you should be able to:
1. Demonstrate an understanding of the different techniques and methods available to private companies in corporate finance and M&A transactions;
2. Demonstrate an understanding of the different mechanisms available to rescue and restructure companies in financial distress, including formal and informal processes;
3. Analyse, with critical awareness, the advantages and disadvantages of the use of the different techniques and structures available in corporate finance, M&A and restructuring transactions;
4. Demonstrate an understanding of the scope and form of documentation used in connection with corporate finance, M&A and restructuring transactions;
5. Synthesise complex facts and apply legal rules and current practice to advise clients on approaches to transacting and documenting corporate finance, M&A and restructuring transactions;
6. Apply the legal rules and concepts governing corporate finance, M&A and restructuring transactions to real-life scenarios;
7. Demonstrate an understanding of the role of the lawyer in advising on and documenting corporate finance, M&A and restructuring transactions.
Module content
Corporate finance
- deciding whether to borrow or issue shares
- share capital - issuance and maintenance
- loan capital - commercial lending terms, security and intercreditor issues
M&A
- structuring issues including tax
- due diligence and disclosure
- key provisions of acquisition agreements including warranties, price adjustments, conditional completion and restrictive covenants
Restructuring and insolvency
- formal and informal restructuring procedures
- insolvency procedures - liquidation and administration
- antecedent transaction rules
Indicative assessment
| Task | % of module mark |
|---|---|
| Essay/coursework | 100 |
Special assessment rules
None
Additional assessment information
The Case Study is divided into eight parts, each part being dealt with in a separate workshop. For the assessment, candidates will be required to submit written advice to the client on the position following three of the eight Case Study parts. The three Case Study parts which form the basis of the assessment will be specified in the assessment document which will be made available following the end of teaching of the module.
Indicative reassessment
| Task | % of module mark |
|---|---|
| Essay/coursework | 100 |
Module feedback
Written feedback within the period required in the relevant Policy
Indicative reading
Lexis PSL database – in particular practice notes and other resources on M&A, banking and finance and restructuring
Mayson, French and Ryan on Company Law (37th edition), Derek French
Principles of Banking Law (3rd edition), Ross Cranston
Business Law (30th edition), J. Scott Slorach and Jason Ellis