Mergers and Acquisitions Course

Lesson 1 • Key Participants in a Transaction

Maps the roles of buyers, sellers, advisors, and regulators across a deal lifecycle. Clarifies accountability and decision authority for each party.

Lesson 2 • Strategic Rationale for Deals

Examines why firms pursue M&A, from synergy capture to market entry. Links corporate strategy to transaction initiation.

Lesson 3 • Regulatory and Antitrust Overview

Introduces competition review processes and filing thresholds that govern deal approval. Sets the compliance baseline before deeper legal topics appear later.

Lesson 4 • Defining M&A Transaction Types

Distinguishes mergers, acquisitions, consolidations, and asset purchases by structure and legal effect. Establishes vocabulary used throughout the course.

Lesson 1 • Normalising Financial Statements

Adjusts reported figures for owner compensation, related-party transactions, and one-time events. Produces a clean earnings base for valuation.

Lesson 2 • Identifying Financial Red Flags

Trains pattern recognition for signs of financial distress or misrepresentation in target statements. Reduces risk of overpaying or inheriting hidden liabilities.

Lesson 3 • Ratio Analysis and Benchmarking

Applies profitability, liquidity, and leverage ratios to compare targets against peers. Flags operational weaknesses before due diligence begins.

Lesson 4 • Reading Target Company Financials

Covers income statement, balance sheet, and cash flow statement interpretation in an M&A context. Identifies line items most relevant to deal pricing.

Lesson 1 • Triangulating a Value Range

Synthesises outputs from multiple methods into a football field chart and negotiating range. Prepares students to defend pricing in deal discussions.

Lesson 2 • Precedent Transaction Analysis

Extracts acquisition multiples from historical deals to capture control premiums. Contextualises pricing within actual market transactions.

Lesson 3 • Asset-Based and Liquidation Valuation

Values targets by net asset value and liquidation proceeds, relevant for distressed or asset-heavy deals. Provides a valuation floor for negotiations.

Lesson 4 • Discounted Cash Flow Valuation

Builds a DCF model from projected free cash flows, discount rate, and terminal value. Establishes the intrinsic value anchor for deal negotiations.

Lesson 1 • Merger of Equals Structuring

Addresses governance, exchange ratio negotiation, and integration planning unique to mergers of equals. Highlights how power balance shapes structural decisions.

Lesson 2 • Deal Certainty and Risk Allocation

Covers MAC clauses, financing conditions, and break-up fees that protect parties from deal failure. Teaches how structural provisions shift risk between buyer and seller.

Lesson 3 • Tax Structuring in M&A

Analyses taxable vs. tax-free reorganisation structures and their impact on deal economics. Enables students to identify tax-efficient structures for both parties.

Lesson 4 • Consideration Types and Trade-offs

Compares cash, stock, earnouts, and mixed consideration from buyer and seller perspectives. Links consideration choice to risk allocation and tax outcomes.

Lesson 1 • Designing the Diligence Workplan

Structures a phased diligence programme with workstreams, owners, and timelines. Ensures coverage of all material risk areas before signing.

Lesson 2 • Legal and Compliance Due Diligence

Reviews contracts, litigation, intellectual property, and regulatory compliance status. Identifies legal risks that could block closing or require indemnification.

Lesson 3 • Translating Findings into Deal Terms

Converts diligence findings into price adjustments, escrow requirements, and rep-and-warranty scope. Closes the loop between risk discovery and contractual protection.

Lesson 4 • Commercial and Operational Diligence

Assesses market position, customer concentration, and operational scalability of the target. Validates the strategic thesis and synergy assumptions.

Lesson 1 • Closing Process and Conditions

Manages the sequence of regulatory approvals, consents, and fund flows required to close a deal. Ensures all conditions precedent are satisfied before transfer of ownership.

Lesson 2 • Purchase Agreement Key Provisions

Analyses representations, warranties, covenants, and closing conditions in a definitive purchase agreement. Teaches how each provision allocates risk between parties.

Lesson 3 • Earnout and Adjustment Mechanisms

Designs earnout formulas and working capital adjustment processes that bridge valuation gaps. Reduces post-closing disputes through precise contractual language.

Lesson 4 • Letter of Intent and Term Sheet

Drafts the non-binding LOI that frames price, structure, exclusivity, and key conditions. Establishes the negotiating baseline before definitive documentation begins.

Lesson 1 • Functional Integration Workstreams

Coordinates integration across finance, HR, IT, sales, and operations with workstream-specific plans. Ensures no function is left without a clear integration path.

Lesson 2 • Integration Strategy and Governance

Defines integration approach—full absorption, partial, or standalone—and establishes the governance model. Aligns integration design with the original deal thesis.

Lesson 3 • Integration KPI framework

Builds a synergy tracking model that links identified savings to specific initiatives and owners. Holds integration teams accountable for delivering deal economics.

Lesson 4 • Day 1 Readiness Planning

Prepares all operational, communication, and legal requirements for the first day of combined operations. Prevents disruption to customers, employees, and suppliers at close.

Lesson 1 • Cross-Border M&A Complexity

Addresses the regulatory, cultural, and currency risks unique to international acquisitions. Equips students to manage multi-jurisdictional deal processes.

Lesson 2 • Hostile Takeovers and Defences

Analyses unsolicited bid tactics and the defensive measures boards deploy to protect shareholder value. Covers both offensive and defensive strategic playbooks.

Lesson 3 • Divestitures and Carve-Outs

Structures asset sales, spin-offs, and equity carve-outs to unlock value from non-core businesses. Addresses the unique financial and operational complexity of sell-side transactions.

Lesson 4 • Special Purpose Acquisition Companies

Explains SPAC structure, the de-SPAC merger process, and investor rights. Provides a complete view of this alternative path to public company status.