General Course Information
1.1 Course details
| Course code: | LLAW6224 / JDOC6224 |
| Course name: | Mergers and Acquisitions |
| Programme offered under: | LLM Programme / JD Programme |
| Semester: | Second |
| Prerequisites / Co-requisites: | No |
| Credit point value: | 9 credits / 6 credits |
| Remarks: | Priority to LLM(CFL) and LLM(CR) students |
1.2 Course description
This course provides an advanced introduction to mergers and acquisitions from both a private and public transaction perspective. The course is broadly divided equally between private M&A and public M&A, enabling students to develop an understanding of the legal, commercial and strategic considerations arising in corporate acquisitions and investments.
The private M&A component examines the principal structures through which businesses combine and collaborate, including share acquisitions and joint ventures. Students will consider the commercial rationale for acquisitions and joint ventures, the factors influencing the choice of transaction structure, and the economic and strategic considerations that drive transaction planning and execution. The course also explores the key stages of a private M&A transaction.
Particular attention will be paid to the legal, commercial and strategic issues that arise when structuring, negotiating and executing share acquisitions and joint venture arrangements. The private M&A component incorporates negotiation workshops, case studies and group presentations, providing students with the opportunity to analyse real-world transactional issues and evaluate competing commercial objectives.
The public M&A component examines the legal, regulatory and practical issues arising from takeovers, mergers, privatisations and related transactions involving companies to which the Codes on Takeovers and Mergers and Share Buy-backs (the Takeovers Code) apply.
Students will first study the rationale and the General Principles behind the Takeovers Code before going into detailed examinations of the principal transaction structures (i.e. voluntary and mandatory general offers, schemes of arrangement and privatisations, etc), supported by real-world case studies. After the course, students are expected to develop the ability to assess which structure is more suitable for different commercial and legal considerations, as well as the relevant documents required in a typical Takeovers Code transaction.
1.3 Course teachers
| Name | E-mail address | Office | Consultation | |
| Course convenor | Xin Fang | xfang852@hku.hk | CCT 715 | By email |
| Course convenor | Cathy Chan | TBA | N/A | By email |
1.4 Course outline (for elective course)
| Please click the link here for the course outline (HKU Portal login required). |
Learning Outcomes
2.1 Course Learning Outcomes (CLOs) for this course
CLO 1 Understand the typical terms and negotiation issues in commercial contracts arising in connection with M&A transactions.
CLO 2 Describe and explain the detailed workings and application of the Takeovers Code and the Listing Rules that are relevant to M&A transactions in Hong Kong.
CLO 3 Apply course content to actual and hypothetical situations (both listed/public companies as well as private companies).
CLO 4 Demonstrate an awareness of the balance of interests in parties to M&A transactions, how these are regulated, and why.
CLO 5 Understand the ways in which the Takeovers Code and the Listing Rules operate to promote good corporate governance and to protect minority shareholders and the marketplace as a whole.
2.2 LLM and JD Programme Learning Outcomes (PLOs)
Please refer to the following link:
LLM – https://course.law.hku.hk/llm-plo/
JD – https://course.law.hku.hk/jd-plo/
2.3 Programme Learning Outcomes to be achieved in this course
| PLO A | PLO B | PLO C | PLO D | PLO E | PLO F | |
| CLO 1 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| CLO 2 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| CLO 3 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| CLO 4 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| CLO 5 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Assessment(s)
3.1 Assessment Summary
| Assessment task | Weighting | Feedback method* | Course learning outcomes |
| Class participation | 10% | 1, 2, 3, 4, 5 | |
| Group presentation | 20% | 1, 2, 3, 4, 5 | |
| Written submission on public M&A | 35% | 1, 2, 3, 4, 5 | |
| Written submission on private M&A | 35% | 1, 2, 3, 4, 5 |
| *Feedback method (to be determined by course teacher) | |
| 1 | A general course report to be disseminated through Moodle |
| 2 | Individual feedback to be disseminated by email / through Moodle |
| 3 | Individual review meeting upon appointment |
| 4 | Group review meeting |
| 5 | In-class verbal feedback |
3.2 Assessment Detail
To be advised by course convenor(s). See also Course Outline above.
3.3 Grading Criteria
Please refer to the following link: https://www.law.hku.hk/_files/law_programme_grade_descriptors.pdf
Learning Activities
4.1 Learning Activity Plan
| Lecture: | 3 hours / week for 12 teaching weeks |
| Private study time: | 9.5 hours / week for 12 teaching weeks |
Remarks: the normative student study load per credit unit is 25 ± 5 hours (ie. 150 ± 30 hours for a 6-credit course), which includes all learning activities and experiences within and outside of classroom, and any assessment task and examinations and associated preparations.
4.2 Details of Learning Activities
To be advised by course convenor(s).
Learning Resources
5.1 Resources
| Reading materials: | Reading materials are posted on Moodle |
| Core reading list: | TBA |
| Recommended reading list: | TBA |
5.2 Links
Please refer to the following link: http://www.law.hku.hk/course/learning-resources/