Syllabus

Title
4543 IB Business Project: International Mergers & Acquisitions
Instructors
Dr. Christian Herbst, LL.M.(Harvard), Mag. Sascha Schulz
Contact details
Type
PI
Weekly hours
2
Language of instruction
Englisch
Registration
02/12/25 to 02/16/25
Registration via LPIS
Notes to the course
Dates
Day Date Time Room
Friday 03/21/25 03:00 PM - 07:00 PM Extern
Friday 03/28/25 03:00 PM - 07:00 PM Extern
Friday 04/04/25 03:00 PM - 07:00 PM Extern
Friday 04/11/25 03:00 PM - 07:00 PM Extern
Friday 04/25/25 03:00 PM - 07:00 PM Extern
Contents

Mergers & Acquisitions (M&A) are an essential part in the growth of companies. The transactions enable companies to enter new markets quickly and to exploit economies of scale without the need first to capture a high market share. This course, with a strong emphasis in providing practical insights into how M&A are actually prepared and implemented, provides students with an overview of the basic economic, public policy and legal issues in M&A. Students will- in being presented with and analyzing themselves real life cross border transactions- learn the principal mechanics of such transactions, from the early stages of preliminary screening, due diligence, contract negotiation, regulatory clearances to closing of the deal. Types of transactions covered will include private M&A transactions, public takeovers and private equity transactions. The course has a heavy focus on state-of-the-art M&A practice. The course format combines introductory lectures with student presentations of headline M&A transactions as well as classroom discussions and also includes a simulation of an M&A negotiation. Groups which consist of up to five students will – for each session - prepare assignments for inclass
presentation. Students are expected to prepare the recommenced reading sections and subsequently to participate in discussions in class and to follow reporting on significant M&A transactions in the financial press to be prepared to contribute to transaction analysis by discussions in class.

Learning outcomes

This course gives students an overview of the basic economic, public policy and legal issues in M&A. Students will, with a heavy focus on actual M&A practice, learn the principal mechanics of such transactions, from the early stages of preliminary screening, due diligence, contract negotiation, regulatory clearances to closing of the deal. Types of transactions covered will include private M&A transactions, public takeovers and private equity transactions.

Attendance requirements

A maximum of one of the five classes may be missed in order to successfully complete the course and receive a grade.

Teaching/learning method(s)

The course format combines introductory lectures with student presentations as well as classroom discussions and simulations of M&A negotiations. Groups which consist of up to five students will – for each session - prepare assignments for in-class presentation. Students are expected to prepare the recommenced reading section and subsequently to participate in discussions in class and to follow reporting on significant M&A transactions in the financial press to be prepared to contribute to transaction analysis by discussions in class.

Assessment

Class participation - 25 % of the grade.

  • Participation in discussions throughout the semester. Further, you are expected to play an active role in the simulated real life negotiations in classroom.

Group Assignment and Presentation - 25 % of the grade.

  • Allocation to groups will be emailed to participants in advance. Each group will have to prepare a presentation on a mock transaction and will have to present it to the class.

Final paper - 50 % of the grade.

  • In the final paper (8- 10 pages) you will evaluate a sample transaction under commercial, legal and policy perspectives. The final paper must be submitted and has to get a positive mark in order to pass the course.
Prerequisites for participation and waiting lists

Completed IB Foundations (Class 1 – Basics) and Applications (Class 2)

Readings

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Availability of lecturer(s)

All classes are held at Schönherr Rechtsanwälte, Schottenring 19, 1010 Vienna

Schönherr Rechtsanwälte
ch.herbst@schoenherr.eu
Office Hours: by arrangement

Dr. Sascha Hödl, LL.M. (Harvard)
s.hoedl@schoenherr.eu
Office Hours: by arrangement

Other

All relevant readings are available online for students. Students must review the relevant readings before each class.
Students are thus also expected to have read part I of the reading package for the first class.

Unit details
Unit Date Contents
1 21.03.2025

Economic and Policy Issues of M&A Transactions - An Introduction to M & A Transaction Processes

Date: 21 March 2025, Time: 3:00 p.m. – 7:00 p.m.; Place: Schönherr Rechtsanwälte, Schottenring 19, 1010 Vienna

Topics:

  • The M&A Market - History, Latest Figures and Recent Developments
  • Impact of the financial crisis and COVID pandemic on the M&A market
  • Drivers of Comeback of M&A
  • Riding the Next Wave in M&A – Opportunities and Challenges
  • Forms of M&A Transactions - Private M&A, LBO, MBO, Venture Capital, Private Equity, Public Takeovers
  • Milestones of an M&A Transaction
  • Kick Off Documentation: Confidentiality Agreements

Readings:

- Global M&A Statistical Update, XBMA Annual Review for 2024
- WLRK: Mergers and Acquisitions-What awaits us in 2025
- WLRK: Cross Border M&A: 2025 Checklist for Successful Acquisitions in the USA
- Bruner, How a Negotiated Deal Takes Shape, in Applied Mergers & Acquisitions, Wiley Finance, p. 685-702

You will be guided through the following document in class (no detailed reading before class is required):
- Confidentiality Agreement

2 28.03.2025

Legal Aspects of M & A Transactions, Letter of Intent, Share Purchase Agreements Deal Terms

Date: 28 March 2025, Time: 3:00 p.m. – 7:00 p.m.; Place: Schönherr Rechtsanwälte, Schottenring 19, 1010 Vienna

Topics:

  • SPA, Negotiating the SPA
  • Reps and Warranties
  • SPA Deal Terms
  • Regulatory Aspects
  • Letter of Intent

Readings:

- Lajoux/Nesvold, Conclusion – Documenting the Deal, in The Art of M&A Structuring, McGraw Hill, p. 345-372
- Reed/Lajoux, Negotiating the Letter of Intent and the Acquisition Agreement, in The Art of M&A – A Merger Acquisition Buyout Guide, McGraw Hill, 3rd Edition, p. 445-501
- Coates, Mergers & Acquisitions Handout I: Key Provisions in the Deal Contract, p. 2-10

You will be guided through the following documents in class (no detailed reading before class is required):
- Letter of Intent (LOI)
- Draft Share Purchase Agreement
You will do a mock negotiation on an LOI

3 04.04.2025

M & A Transactions in Light of Good Corporate Governance, Setting the Stage for an M & A Process, Due Diligence/Disclosure in M&A Transactions

Date: 04 April 2025, Time: 3:00 p.m. – 7:00 p.m.; Place: Schönherr Rechtsanwälte, Schottenring 19, 1010 Vienna

Topics:

  • M&A as a Process
  • Acquisition Structures
  • Asset vs Share Deal
  • Forms of M&A Transactions
  • JVs
  • Principles of Good Conduct of Business (Duty of Care, Duty of Loyalty, Potential Liability Traps for Managers)
  • Business Judgement Rule
  • Economic Rationale for M&A - Shareholder Value vs. Corporate Social Responsibility
  • Due Diligence

Readings:
- WLRL: Thoughts for Boards: Key Issues in Corporate Governance for 2025
- Keegan/Schlegelmilch, Production Abroad and Strategic Alliances, in Global Marketing Management - A European Perspective, p. 289-309; 313-315.
- Brealey/Myers, Mergers, in Principles of Corporate Finance, McGraw Hill, 7th Edition, p. 928-937; 943-946; p. 953-955.
- Steven L. Emanuel, The Duty of Care and the Business Judgement Rule, p. 171-180; 182-184.
- Steven L. Emanuel, The Business Judgment Rule, in Law Outlines -Corporations, p. 179-180; 182.
- Bruner, Due Diligence, in Applied Mergers & Acquisitions, Wiley Finance, p. 207-245.
- Lajoux/Elson, The Financial Statements Review, in The Art of M&A Due Diligence, p. 69-82.

You will be guided through the following document in class (no detailed reading before class is required):
- Due Diligence Request List

4 11.04.2025

Financial Aspects of M&A Transactions, Private Equity Transactions

Date: 11 April 2025, Time: 3:00 p.m. – 7:00 p.m.; Place: Schönherr Rechtsanwälte, Schottenring 19, 1010 Vienna

Topics:

  • Purchase Price Determination
  • Earn Out Models
  • Acquisition Finance; LBO / MBO Structures
  • Private Equity
  • Financial Architecture of Conglomerates

Readings:

- WLRK: Private Equity- 2024 Review and 2025 Outlook
- WLRK: Financing Year in Review: Opportunity Knocks
- Reed/Lajoux, Valuation and Pricing, in The Art of M&A – A Merger Ac-quisition Buyout Guide, McGraw Hill, 3rd Edition, p. 79-137
- Brealey/Myers, Mergers, in Principles of Corporate Finance, McGraw Hill, 7th Edition, p. 962-991

5 25.04.2025

Public M&A: Hostile and Friendly Takeovers

Date: 25 April 2025, Time: 3:00 p.m. – 7:00 p.m.; Place: Schönherr Rechtsanwälte, Schottenring 19, 1010 Vienna

Topics:

  • Being Public / Capital Market as Market of Corporate Control 
  • Case Study - A Public Takeover
  • Takeover Defensive Measures

Readings:

- Herbst/Hödl/Schulz, Country Q&A Austria, ICLG to: Mergers and Acquisitions 2024
- Bruner, Auctions in M&A, in Applied Mergers & Acquisitions, Wiley Fi-nance, p.791-803
- Bruner, Hostile Takeovers: Preparing a Bid in Light of Competition and Arbitrage, in Applied Mergers & Acquisitions, Wiley Finance, p.805-823
- Bruner, Takeover Attack and Defense, in Applied Mergers & Acquisitions, Wiley Finance, p. 824-855
- Brealey/Myers; Mergers, in Principles of Corporate Finance, McGraw Hill, 7th Edition, p.946-953

Last edited: 2025-02-17



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