Project Seminar "Mergers and Acquisitions in Private International Law"

2022/2023

Academic Year

ENG

Instruction in English

4

ECTS credits

Delivered by:

School of Legal Regulation of Business

Type:

Compulsory course

When:

2 year, 2 module

Instructor

Кроль Константин Ильич

Course Syllabus

Abstract

Academic course Project seminar “Mergers and Acquisitions transactions (M&A) in Private International Law” is devoted to advanced studies of contemporary matters of theory and practice of mergers, acquisitions and JV transactions in private international law. Mergers and acquisitions (M&A) and joint ventures (JVs) are the driving force of business development and growth of any market economy. These transactions are subject to complex legal regulation and are performed in the context of sophisticated and well-established market practice. The aim of the Course is to, inter alia: - familiarize the students with the main trends in structuring, negotiating and documenting M&A (mergers and acquisitions) and JV (joint venture) transactions in the international practice and in the Russian market; - familiarize the students with the structure of the standard market legal documentation documenting the M&A and JV transactions, the main legal concepts (e.g., warranties, indemnities, disclosure, conditions precedent/subsequent, closing) and common provisions as well as the relevant legal vocabulary and market “jargon”; - discuss and compare the advantages and disadvantages of structuring M&A and JV transactions under Russian law as compared to English law (English law being a predominant choice of law for most of the cross-border M&A and JV transactions); - focus on the development of contemporary Russian civil and corporate law with the emphasis on recently introduced concepts traditional to English law; - discuss the applicability of the anti-monopoly regulations, strategic industries regulations and other related laws and regulations in the context of the M&A and JV transactions; and - discuss the available choices for dispute resolution in connection with the M&A and JV translations. The course will also analyse the main international treaties applicable to the relevant transactions (e.g., the New York Convention of 1958 on the Recognition and Enforcement of Foreign Arbitral Awards), some of the national legislative acts and foreign and domestic court judgments. Thus, the course will include elements of private international law and comparative law. Besides, it will also contain elements of international law – to the extent it relates to the implementation of cross-border M&A and JV transactions. The course provides for the active participation of students in seminars, writing an essay and an exam in the form of a business game. There are no blocking elements of control. The course requires the students to have basic knowledge of law, sufficient level of English (to read legal sources, write essays and participate in class discussions), as well as other skills acquired during their studies at the university. Additional background in civil law, private international law and international procedure is welcome, although not mandatory for the course.

Learning Objectives

• The aim of the course is to provide students with a theoretical and practical understanding of the Russian and international regulatory framework for cross-border M&A and JV transaction. In particular, a special emphasis is put to: enable students to apply relevant provisions of the Russian civil, corporate, anti-monopoly, banking and strategic industries laws and regulations in the context of the M&A and JV transactions, whether Russian or cross-border; understand the main principles of English law relevant to M&A and JV transactions governed by English law; compare the relevant provisions of Russian and English law; prepare the students to apply their academic knowledge in practice (in-house or private legal practice), including conducting due diligence, carrying out legal research and solving practical cases in this field.

Expected Learning Outcomes

• Students must gain knowledge on: subject and sources of Russian law applicable to M&A and JV transactions; main principles of English law applicable to M&A and JV transaction governed by English law; international market practice for structuring and documenting cross-border M&A and JV transactions.
• Students must gain knowledge on: main provisions, scope of application and content of the market standard legal documentation documenting M&A and JV transactions and the relevant legal concepts and vocabulary; jurisdiction of national courts and choice of arbitration court to resolve disputes arising in connection with the M&A and JV transactions.
• Skills and abilities: ability to use specific terms customary in the context of M&A and JV transactions; understanding main legal concepts and areas of law applicable to M&A and JV transactions; understanding the structure of the M&A and JV transactions and the main legal documentation (contracts) documenting such transactions.
• Skills and abilities: practical abilities to undertake a research and analysis of judgments, decisions and academic writings; skills to analyse and solve cases, putting together a legal position and compose transactional documents documenting M&A and JV transactions.
• Students should gain the following competences: ability to work with information (search, evaluate, use information, necessary for fulfilment of academic and professional tasks, from various sources, including application of the systematic approach); ability to carry out professional activities in the international market environment.
• Students should gain the following competences: ability to search, analyze and work with legally relevant information by using of juridical, comparative and other specific methods; ability to describe legal problems and situations in the area of cross-border M&A and JV transactions.

Course Contents

• Subject-matter, basic principles and sources of Regulation
• Structure and key stages of M&A and JV transactions
• Negotiation strategies and main problems
• Documenting an M&A or JV transaction
• Choice of applicable law and judicial protection

Assessment Elements

• Attendance, active participation and in-class discussion
• Essay
• Written and oral exam

Interim Assessment

• 2022/2023 2nd module
  0.3 * Essay + 0.3 * Written and oral exam + 0.4 * Attendance, active participation and in-class discussion