Master in Corporate and Financial Management and M&A

PART I: M & A EXPERT COURSE (COMPANY PURCHASE AND RESTRUCTURING) 120 TEACHING HOURS (MODULES I AND II)

Superior program in company purchase and restructuring

MODULE I – Purchase and sale of companies and assets

Main commercial aspects of the purchase and sale of companies and the purchase and sale of assets.
Preliminary negotiations and pre-qualification. Protocols of Intent, framework agreements, MOUs. Responsibilities for pre-contractual acts.
Instruments for the acquisition of companies and financing of the operation.
The contract of sale of a company.
The taking of minority stakes in companies and the subsequent acquisition.
Parasocial agreements in the purchase and sale of companies.
Main labour and social security aspects in the purchase and sale. Business succession.
Main tax aspects of the purchase and sale of companies and assets.
Main tax aspects of the purchase and sale of real estate assets.
Main tax aspects of leveraged buy-sell.
Fundamentals and methods of business and asset valuation
Fundamentals and methods of valuation of real estate assets
Purchase and sale of companies in crisis.
Organization of the sale process. Preparatory operations. Beauty Contest.Vendor due diligence.
The price. Components. Elements and structures of the price.
Venture capital: private equity and venture capital. Tax, commercial and administrative aspects.

MODULE II – Business restructuring

Structural modifications.
Segregations and global transfers of assets and liabilities.
Mergers.
Special mergers.
Cross-border mergers.
Splits.
LBO Leveraged mergers. Legal, tax (optimization) and commercial study.
Financial assistance.
Labour issues in business restructuring processes.
Tax regime of restructuring operations.
Calculation of the exchange equation in a merger process.
Synergies in business integration operations.
Horizontal and vertical integrations: business vision.
Control of business concentrations in the EU.
Control of business concentrations at national level.
Economic analysis of business concentration operations.

FINAL COURTS MODULE I AND II

Multidisciplinary theoretical exam.
Tribunal for the resolution of several practical cases of special complexity based on real operations.

PART II EXPERT COURSE IN CORPORATE LAW (COMPANY LAW, TAXATION AND STOCK MARKET LAW) 120 TEACHING HOURS (MODULES III AND IV)

MODULE III – Corporate law (companies, tax)

Corporate organization of the company: the general meeting of shareholders.
Corporate organization of the company: the administrative body, the de facto administrator and the voluntary representatives.
Corporate organisation of the company: the advisory board. Organs of the family business and of the listed company.
Good Corporate Governance.
Parasocial agreements: content and usual clauses.
The family business: problems.
Family protocol: content and clauses.
The family office.
Accessory services and their use in companies.
Modification of statutes.
Operations with the share capital: increase and reduction of capital, accordion operations and inverse operations.
Treasury stock and treasury stock operations.
Special shares and participations and non-voting shares and stock options.
Shareholder liability, lifting of the veil. Partners as de facto administrators and classification of the bankruptcy as culpable and bankruptcy liability of partners.
Liability of the administrators to the company. Liability of proxies to the company and liability insurance for directors and executives.
Partner loans/subordination. Participatory loans. Legal instruments equivalent to shares. Redeemable shares in closed companies, convertible bonds, warrants.
Directors’ liability: liability for damages, debt and bankruptcy.
Remuneration of administrators: tax, labour and commercial analysis.
Remuneration of partners: tax and commercial analysis.
Senior management contracts and modalities in the hiring of managers.
Partner conflicts.
Dissolution and liquidation of companies: legal causes. Statutory causes. Procedure. Judicial dissolution. Liquidation. Liquidation operations. The liquidators. Events after extinction.
Holding companies.
Taxation of corporate operations.
Base erosion profit shifting. The bases of the new taxation.
Taxation of related transactions.
Accounting and tax consolidation.

MODULE IV – Legal regime of the listed company

The national commission of the stock market.
Supervision and control of the listed company.
Legal regime of the listed company.
Good corporate governance.
Exit