M and A: the contract

A.Y. 2020/2021
Overall hours
Learning objectives
The course aims at providing students with:
·an exhaustive understanding of the contract in a M&A transaction
·a comprehensive knowledge of the practical implications arising from the different options provided by the diversity of each clause
Expected learning outcomes
The course aims at providing students with the ability to:
·engage in legal discussion according to the specific technical language
·combine interdisciplinary knowledge
·apply critical analysis and elaboration of knowledge, together with an understanding of every practical implication
·discuss and argue convincingly different points of view
Course syllabus and organization

Single session

Lesson period
First semester
Didactic methods

The lessons will take place on Microsoft Teams in synchronous mode, at set times, and will be recorded. Information on how to access Microsoft Teams lessons and other teaching instructions will be uploaded to the course's ARIEL website, which is recommended to be consulted regularly.
If the health situation allows it, in compliance with the current regulations, lessons can also be held in the classroom (mixed mode); in this case, the students will be promptly informed and notified via the ARIEL website of the course.
In any case, the lessons will be recorded and left available to students for the duration of the semester.

Program and reference material

The course syllabus and reference material are unchanged.

Learning assessment procedures and assessment criteria

The methods of verifying learning and the assessment criteria will not be subject to changes.
The exam will take place orally on the Microsoft Teams platform.
If the health situation allows it, compatibly with the availability of the classrooms and compliance with the necessary safety conditions, the exam will take place in the classroom.
In any case, the possibility of taking the exam remotely will be ensured for students who are unable to move from their place of residence and / or domicile.

More precise information and updates will be available on the Ariel website of the course, which is therefore good to consult regularly.
Course syllabus
The course will provide the bases of Merger and Acquisition transactions, focusing primarily on the contract as the main source of regulation. The analysis of the contract will be carried out through the breakdown of a real Sale and Purchase Agreement. Firstly, the course will focus on the nature and the structure of the S&P Agreement, by addressing issues such as the applicable law and the negotiation previous to the S&P Agreement (in particular, confidentiality agreement, letter of intent, exclusivity agreement and Memorandum of understanding will be examined). Following, the course will address each part of the S&P Agreement, starting with the analysis of the recitals and of the definitions and ending with the termination of the contract.
Every part of the contract will be analysed through the lenses of the two conflicting interests at stake: the one of the buyer and the one of the seller. Contents
· M&A transactions: the fundamentals
· Asset deal vs. share deal
· Nature and structure of the Sale and Purchase Agreement
· The negotiation of the Sale and Purchase Agreement
· Recitals, Definitions
· Sale and purchase price
· "Representations and warranties" and the issue of indemnity
· Termination of the contract and legal remedies
· The release
· Arbitration clause
Prerequisites for admission
Teaching methods
Class attendance is mandatory. Only students who attend at least 75% of the course will be admitted to the final exam.
The detailed programme of the course will be available at the beginning of the course.
Students are expected to prepare readings in advance when requested and to discuss reading materials in class.
Teaching Resources
Reading materials will include laws & statutes, recommendations and other acts of International institutions, scientific articles and papers and will be generally available on-line (ARIEL) or distributed during lessons.
Assessment methods and Criteria
The final exam will be oral.
IUS/04 - BUSINESS LAW - University credits: 6
Lessons: 42 hours
Professor: Toffoletto Alberto
On appointment
Dipartimento di Diritto Privato e Storia del Diritto - 1° floor