DROI2324-1 : Intercompany Cooperation, Mergers and Acquisitions

University of Liege | Version française

Academic year 2014-2015

Value date : 12/05/2015

DROI2324-1

Intercompany Cooperation, Mergers and Acquisitions

Duration :

45h Th

Number of credits :

Master in Law, Professional Focus in Business Law, 1st year		6

Master in Law, Professional Focus in Business Law, 2nd year		6

Master in Law, Professional Focus in Public and Administrative Law, 1st year		6

Master in Law, Professional Focus in Private Law, 1st year		6

Master in Law, Professional Focus in Interuniversity Mobility, 1st year		6

Master in Law, Professional focus in Criminal Law, 1st year		6

Master in Law, Professional Focus in Labour Law, 1st year		6

Lecturer :

Didier Matray

Language(s) of instruction :

French language

Organisation and examination :

Teaching in the first semester, review in January

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.

Learning outcomes of the course :

The aim is that the students get familiar with the contractual mechanisms used to build up cooperation between undertakings and to allow them to grasp a better understanding of the M & A transactions.
Emphasis is laid down on the practice, which a special focus on the content of the contracts, the usual provisions and the guarantees which help to secure the transaction.

Prerequisites and co-requisites/ Recommended optional programme components :

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.

Planned learning activities and teaching methods :

Internship opportunities are available to the students and they are advised to take advantage of them.

Mode of delivery (face-to-face ; distance-learning) :

The course is given the first semester; each lecture is supported by a power point presentation; tutorials are not available.