Mergers and acquisitions across the borders of EU and the United States is an area where business and legal issues come together in significant and interesting ways.  This course will introduce students to the concepts and skills used by transactional lawyers to advise clients in the development of a cross-border acquisition.  The course will begin with an introduction to the legal frameworks for an EU company to acquire a US company, and for a US company to buy an EU company.  The course will then focus on the considerations that drive the major deal points in the transactions and the various ways that those points might be resolved (illustrated with a variety of documentary outcomes drawn from actual deals). The course will cover how to structure acquisitions agreements and deal with risk allocation in negotiations between buyers and sellers. The course then explore how these transactions are financed with debt, with a particular focus on the differences in these arrangements between EU and US based companies.   Throughout the course, particular emphasis will be placed on how lawyers can help add value in a transactional setting by helping clients anticipate and resolve issues that may arise in getting a deal done.

The class will be co-taught by Eric Rosof, J.D.  Mr Rosof practices law at Wachtell, Lipton, Rosen & Katz, a leading merger and acquisition law firm located in New York City, where he advises on corporate transactions of all types, including cross-border mergers and acquisitions, dispositions, spinoffs, joint ventures and restructurings.  Mr. Rosof is also an adjunct professor at Columbia Law School in New York City, where he teaches acquisition finance.

By attending the course, the students will be able

· understand different approaches of mergers and acquisitions

· enhance their understanding of fundamental questions of corporate law

· will be able to reflect actual developments in US-American, Austrian and European corporate law.

There is mandatory attendance throughout the course. Overall, missing more than two sessions of the course will lead to a negative grading.

The students must read and analyse court decisions and other texts before in preparation for the course which are assigned to them each week. These court decisions and texts will be discussed in the class with all students.

Active participation in class (20 %), oral presentation of an assigned case (25 %), final written exam (55 %).

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sebastian.mock@wu.ac.at

emrosof@wlrk.com

alexander.rieger@wu.ac.at