International Mergers and Acquisitions

It is assumed that those enrolling for this Diploma will have knowledge of International Business Organisations. The subject matter covered in the International Business Organisations Diploma course will therefore not be covered again.

This Diploma teaches the fundamentals and structure of International Mergers and Acquisitions by reference to the law and practice of England and Wales with comparisons and references to differing approaches taken by other jurisdictions including the law and practice of the USA.

Types of Acquisition
Different ways of structuring an acquisition:
• Share sale or business sale
• Factors affecting choice of structure

Basic Structure and Documentation involved in an Acquisition
• Basic structure of a share or business acquisition
• Conditional contracts
• Transaction documents

Investigating the Target
• Investigating the target and scope of the investigation
• Role of other professionals involved
• Tools of the investigation
• Environmental matters

Contractual Matters –
Seller's Liability and Buyer's Remedies
• Express contractual protection for the buyer
• Risks
• Limitations on seller’s liability
• Remedies available to the buyer
• Use of guarantees

Employment Matters
• Rights of employees on termination of employment
• Effect of the transfer of the target business or the sale of the target company shares on the employees' contracts of employment
• Liabilities of the buyer and seller in relation to the acquisition

The Acquisition Agreement – Business Sale
• Structure and contents of an agreement for the sale of a business

The Acquisition Agreement – Share Sale
• Structure and contents of an agreement for a share sale

Groups of Companies
• Groups of companies, how and why
• The legal and tax consequences of the group structure

Management Buy-outs, Management Buy-ins and Hive Downs
• Introduction to MBOs, MBIs and Hive Downs
• How MBOs differ from third party acquisitions
• Legal and tax aspects and the role of the lawyer

I found the distance learning
format of the Programme
and study materials, to be
very helpful in my professional
work and I consider it a
valuable asset to my further
education as a young lawyer. 
In November 2004 together
with a fellow colleague
I established my own
practice in Sofia, Bulgaria and
the Programme gives me the
opportunity to study and
work at the same time. I hope
to have the opportunity to
obtain at least five diplomas
(within seven years period) in
order to earn the IBA
Fellowship in International
Legal Practice.

I was awarded with scholarships
for three International
Practice Diplomas, these
being; International Mergers
and Acquisitions, International
Joint Ventures and
International Competition
Law. I really appreciate
the efforts of the IBA
Education Trust and hope
it continues in supporting
eligible scholarship candidates.

Stanislava Kuyumdjieva
Stoeva & Kuyumdjieva Law Firm,
Bulgaria,
Mergers and Aquisitions Diploma