Micro-credential: Corporate Transactions

Programme structure and approach to learning

This Micro-credential provides an in-depth analysis of the legal process involved in acquiring a company/business. The course focuses on private companies limited by shares and the role of a corporate lawyer in an acquisition.

Expert practitioners will guide participants through the key steps and documentation involved in buying and selling a business. Participants will develop the skills and knowledge required to navigate and coordinate a deal as they follow a hypothetical case study and focus on transaction and problem-based exercises.

Modules

The programme covers key themes as listed below:

Module 1: Introduction to Aquisitions

• The difference between mergers and acquisitions
• Reasons for acquisition activity
• The current M & A market
• Key differences between private and public company transactions
• Basic acquisition methods
• Overview of key steps and documentation involved in an acquisition
• Valuing a company/business
• Different forms of consideration and key issues surrounding consideration

Module 2: Share Purchases

• Assessing, quantifying and managing the risk faced by a purchaser in an acquisition (Due diligence, key protections in the share purchase agreement including warranties, indemnities and restrictive covenants)
• Limiting the Vendor’s exposure (Disclosure letters, vendor protection clauses, entire agreement clauses, negotiating and amending warranties, the availability and scope of warranty and indemnity insurance)

Module 3: Asset Purchases

• Key clauses/protections in asset purchase agreements
• Dealing with debtors and creditors
• Transferring specific types of assets
• Apportioning consideration
• Employees and TUPE

Module 4: Management Buy-Outs

• Parties, documentation and financing/investment structures typically involved in an MBO

Module 5: Acquisition Finance

• Debt finance including the form of the loan agreement/facility letter, the ranking of debt finance and issues surrounding the provision of security
• Equity finance - restrictions on private companies issuing shares/ranked debt securities
• Company law restrictions including the provision of financial assistance, transactions involving directors and loans to directors (or connected persons)

Module 6: Regulatory Matters

• • Irish merger control regime
  • FDI screening

Workshops

The workshops are a key feature of this course. They are designed to be interactive and to consolidate knowledge. The workshop dates are as follows:

• • 1. Corporate Transactions: Thursday 15 October at 5.30 pm
    2. Corporate Transactions: Thursday 5 November at 5.30 pm

Assessments

2,500-word written assignment in the form of a letter of advic