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| DROI2324-1 | Intercompany Cooperation, Mergers and Acquisitions
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| Duration : | 45h Th |
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| Credits/ECTS : |
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| Holder(s) : | Didier Matray |
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| Language : | French language |
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| Course contents : | Drafting contracts is an important part of the business lawyers' practice: all undertakings will have at some point to negotiate and set forth in a written agreement the terms of their collaboration or transactions with other business partners.
Cooperation means the fact for business actors to join their forces and resources, without losing their independence, with the view to achieving a common goal.
The first part of the course deals with the study of various commercial cooperation contracts and their standard clauses, inter alia the distributor agreements (distributorship agreements, franchising,"commission"agreelment, etc...°, the setting up of join subsidiaries, "sociétés momentanées" and ""sociétés internes" (partnerships and consortium between undertakings), out-sourcing agreements, technology transfer and licencing, company management agreements,etc...
The second part of the course deals with mergers and acquisitions (M&A).
Corporate acquisition involves one company's purchase of another company's assets or capital stock.
Corporate merger may involve the setting-up of a new company hat receives the assets of existing companies, in consideration of which the latter receive the stock of the new entity or the absorption of ine company into another one that retains its own name and identity and acquires the assets and liabilities of the former, in consideration of which the latter receives shares of the absorbing company.
The course will deal with the study of various M&A scenarios and the related transactions.
The purpose of the class is to make the students familiar with the various cooperation formats and the M&A procedures.
Emphasis will be laid on contact practice with a focus on the standards clauses and warranties. |
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| Course objective : | / / |
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| Prerequisites : | To have passed the course of commercial law (second licence); a good command of Belgian company and contract law (including "droit des obligations") is necessary. |
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| Workshops : | Internship opportunities are available to the students and they are advised to take advantage of them. |
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| Organization : | The course is given the first semester; each lecture is supported by a power point presentation; tutorials are not available. |
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| Written notes : | Outlines are available; they contain very useful references. |
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| Assessment : | The exam is oral and relates to issues addressed during the lectures; in order to pass the exam it is highly recommended to attend the lectures. |
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| Contacts : | Didier Matray (tel: 04/252.70.68-fax: 04/252.08.57- email: dmatray@matray.be) |
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