Topic

Lesson 1

Ø  Preliminary information on the course’s structure, syllabus, exam and evaluation criteria;

Ø  Initial remarks (i.e. what is M&A and why it is useful, preliminary evaluations and key participants).

Lesson 2

Ø  Deal-structuring (i.e. kick off negotiations, main interests and main structure – asset deal or share deal)

Lesson 3

Ø  Other deal structures (i.e. capital increase – classes of shares and quota or mergers and de-mergers)

Lesson 4

Ø  The acquisition process (i.e. Letter of interest, due diligence and Board resolution)

Lesson 5

Ø  Signing;

Ø  Interim period (together with conditions precedent and MAC)

Lesson 6

Ø  Closing (and focus on price and different ways to determine price);

Ø  Post-closing (together with earn-out)

Lesson 7

Ø  SPA (i.e. main provisions and focus on representations and warranties and indemnification procedures)

Lesson 8

INTERMEDIATE EXAM

Lesson 9

Ø  Ancillary agreements to SPA (i.e. shareholders agreement and by-laws – main characteristics and differences between the two);

Ø  Focus on governance (together with incentives to managers - SFP)

Lesson 10

Ø  Focus on exit (i.e. rights and procedures)

Lesson 11

Ø  Practical exercise on shareholders agreements and by-laws

Lesson 12

Ø  Private equity (together with LBO) and venture capital

Lesson 13

Ø  Financing and bonds

Lesson 14

Ø  Real estate deals

Lesson 15

Ø  Restructuring and M&A

Lesson 16

Ø  Main agreements within M&A deals (i.e. management agreements, licenses, service agreements, lease agreements)

Lesson 17

Ø  Sum-up of the course topics

Lesson 18

FINAL EXAM