LLAW6224 & JDOC6224

General Course Information

1.1 Course details

Course code: LLAW6224 / JDOC6224
Course name: Mergers and Acquisitions
Programme offered under: LLM Programme / JD Programme
Semester: First
Prerequisites / Co-requisites: No
Credit point value: 9 credits / 6 credits
Cap on student numbers: 30 [Only for LLM(CFL) and LLM(CR) students]

1.2 Course description

The course will consider the specific circumstances of takeovers, mergers, acquisitions and disposals. Both private and public/listed M&A situations will be considered.

The commercial underpinnings of M&A will be considered as well as the factors that are critical to the art and science of a successful M&A transaction.

The process of transaction acquirement and execution will be examined as well as the typical documents and other steps involved, for example, due diligence and data rooms, and how this interacts with the contractual documentation and negotiation process. Matters normally of importance to contractual documentation, such as purchase price payment mechanisms, warranties, indemnities and undertakings etc, will be reviewed. The joint venture situation will be considered.

The course will analyze the listed company context and how regulations affect the manner in which an M&A transaction can be undertaken. A focus of the course will therefore be the application and relevance of the Code on Takeovers and Mergers and the relevant Listing Rules of The Stock Exchange of Hong Kong Limited. These regulations will be considered in the context of both commercial practices, such as irrevocable undertakings, the use of voting trusts, and offer structures, as well as regulatory objectives such as investor protection and the promotion of good corporate governance.

There will be an emphasis on coursework comprised of actual and hypothetical M&A transactions that require legal analysis and solution via class presentations and discussion.

1.3 Course teachers

Name E-mail address Office Consultation
Course convenor Syren Johnstone syrenj@hku.hk CCT 513 By email

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 Due date Weighting Feedback method* Course learning outcomes
Class participation N/A 10% 1, 2, 3, 4, 5
Coursework Individual due: 3 Nov 2021

Group due: 17 Nov 2021

40% 1, 2, 3, 4, 5
Take home exam^ 8 Dec 2021 50% 1 1, 2, 3, 4, 5

^ Students are required to pass the exam to be eligible to pass the course.

*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).

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/