Accessibility statement

Law, Commerce & Finance Transactions - LAW00071H

« Back to module search

  • Department: The York Law School
  • Module co-ordinator: Mr. Paul de la Pena
  • Credit value: 20 credits
  • Credit level: H
  • Academic year of delivery: 2024-25

Module summary

The module is designed to develop an understanding of different types of corporate finance, M&A and restructuring transactions entered into by private companies, the methodology used to execute them, and the legal issues commonly arising. It also aims to develop the ability to advise clients on the suitability of different forms of transactions depending on the commercial context, and how to manage risk associated with these types of transaction.

Professional requirements

N/A

Module will run

Occurrence Teaching period
A Semester 2 2024-25

Module aims

The module is designed to develop an understanding of different types of corporate finance, M&A and restructuring transactions entered into by private companies, the methodology used to execute them, and the legal issues commonly arising. It also aims to develop the ability to advise clients on the suitability of different forms of transactions depending on the commercial context, and how to manage risk associated with these types of transaction.

Module learning outcomes

  • At the end of the module, you should be able to:

    1. Demonstrate an understanding of the different techniques and methods available to private companies in corporate finance and M&A transactions;

    2. Demonstrate an understanding of the different mechanisms available to rescue and restructure companies in financial distress, including formal and informal processes;

    3. Analyse, with critical awareness, the advantages and disadvantages of the use of the different techniques and structures available in corporate finance, M&A and restructuring transactions;

    4. Demonstrate an understanding of the scope and form of documentation used in connection with corporate finance, M&A and restructuring transactions;

    5. Synthesise complex facts and apply legal rules and current practice to advise clients on approaches to transacting and documenting corporate finance, M&A and restructuring transactions;

    6. Apply the legal rules and concepts governing corporate finance, M&A and restructuring transactions to real-life scenarios;

    7. Demonstrate an understanding of the role of the lawyer in advising on and documenting corporate finance, M&A and restructuring transactions.

Module content

Corporate finance

  • deciding whether to borrow or issue shares
  • share capital - issuance and maintenance
  • loan capital - commercial lending terms, security and intercreditor issues

M&A

  • structuring issues including tax
  • due diligence and disclosure
  • key provisions of acquisition agreements including warranties, price adjustments, conditional completion and restrictive covenants

Restructuring and insolvency

  • formal and informal restructuring procedures
  • insolvency procedures - liquidation and administration
  • antecedent transaction rules

Assessment

Task Length % of module mark
Essay/coursework
Essay : Written advice to client		 N/A 100

Special assessment rules

None

Additional assessment information

The Case Study is divided into eight parts, each part being dealt with in a separate workshop. For the assessment, candidates will be required to submit written advice to the client on the position following three of the eight Case Study parts. The three Case Study parts which form the basis of the assessment will be specified in the assessment document which will be made available following the end of teaching of the module.

Reassessment

Task Length % of module mark
Essay/coursework
Essay : Written advice to client		 N/A 100

Module feedback

Written feedback within the period required in the relevant Policy

Indicative reading

Lexis PSL database – in particular practice notes and other resources on M&A, banking and finance and restructuring

Mayson, French and Ryan on Company Law (37th edition), Derek French

Principles of Banking Law (3rd edition), Ross Cranston

Business Law (30th edition), J. Scott Slorach and Jason Ellis


The information on this page is indicative of the module that is currently on offer. The University is constantly exploring ways to enhance and improve its degree programmes and therefore reserves the right to make variations to the content and method of delivery of modules, and to discontinue modules, if such action is reasonably considered to be necessary by the University. Where appropriate, the University will notify and consult with affected students in advance about any changes that are required in line with the University's policy on the Approval of Modifications to Existing Taught Programmes of Study.