Available as an in-house course

Course Overview

European cross-border M&A has increased dramatically in the last few years with the growing integration of the European financial markets and the need of medium sized, as well as large companies, to diversify their activities geographically.

This course covers the evolving cross-border M&A market in the EU and Europe as a whole. It examines the developments, which facilitate cross border transactions, and the barriers, which remain, together with ways of successfully completing acquisitions.

Key issues are examined for a number of European countries and case studies are used to illustrate topics.

Depending on which subjects are of interest, the first or second day of the course may be attended as a single day course, or the course may be attended as a two-day course.

Course Content

 Day One

The European market
The growth of cross-border M&A
The most active markets
Current trends

Why consider a cross-border transaction?
Strategic rationale
Advantages of a foreign acquisition

A level playing field in Europe?
European Union Directives
IFRS
Corporate law

Obstacles to be overcome
Cultural differences
Employment law and regulation: EU and national
Protective measures
Availability of information
Identifying transactions
Adviser’s role

Negotiating and structuring the deal
Drivers of cross-border deal structures
Tactical/cultural issues and initiating the deal
Financial/accounting
Management

Different approaches to valuation
Valuation in Europe
Methodologies
Assessment of profits


 Day Two

The implementation of the Takeover Directive
Scope
General principles
Frustrating action and breakthrough
Mandatory bids
Documents and information
Sell out/squeeze outs
Common features of European jurisdictions
Specific country legislation
Implementation of Takeover Directive
Were the objectives achieved?

Legal and tax structures
Structures for private acquisitions/disposals
Structures for public takeovers
Legal mergers
Tax considerations on cross-border deals
Specific countries

Other legal/regulatory issues
Legal system
Sale and purchase agreements
Pensions, esp. UK Pension Regulator

Competition issues
EU Merger Regulation
National competition authorities

Due Diligence

Conclusion