| 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. The differences between executing a cross-border transaction and a domestic one are explored and key issues are examined for a number of countries. Case studies will be used during this course to illustrate topics. 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
„« Valuation issues
„« Other financial considerations A level playing field in Europe?
„« Takeover Directive
„« Prospectus Directive
„« Market Abuse Directive
„« Transparency Directive
„« IFRS Obstacles to be overcome
„« Legal systems
„« Increase in regulation
„« Tax issues
„« Protectionism
„« Cultural differences Identifying transactions
„« How to find targets
„« Initiation of transaction Negotiation of transaction
„« Cultural sensitivities
„« Strategy and tactics Adapting structure of deals
„« Acquisitions/disposals
„« Joint ventures
„« Minority stakes
„« Asset exchanges
„« Management agreements
„« Shareholder/future relationship agreements
„« Schemes of arrangement/legal mergers
„« Financing
„« Tax Risks and rewards of cross-border deals
„« Misunderstandings
„« Examples of deals Day Two Different approaches to valuation
„« Comparable companies and deals
„« DCF
„« Surplus assets
„« Takeover premia, if quoted The implementation of the takeover Directive
„« General principles
„« Mandatory bids
„« Documents and information
„« Pre-bid defences
„X Differential voting rights
„X Restrictions on transfers
„X Ability to control board
„« Frustrating action
„« Squeeze outs
„« Timing
„« Legal challenges Key takeover issues in certain EU states Sale and purchase agreements
„« Indemnities and warranties Competition issues
„« EU competition authorities
„« National competition authorities Other legal/regulatory issuers
„« Protected industries, esp. in France
„« Labour laws, esp. in France
„« Pensions, esp. UK Pension Regulator Transaction management
„« Advisers
„« Timetables
„« Dealing with regulatory authorities
„« Due diligence
„« Post transaction integration | 
