Access + Master in Corporate and Financial Management and M&A

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 sale and purchase. Business succession.
Main tax aspects of the purchase and sale of companies
Main tax aspects of the purchase and sale of assets.
Main tax aspects of the purchase and sale of real estate assets.
Main tax aspects of the leveraged buy-sell.
Current trends in the purchase and sale of companies.
Key financial aspects of buying and selling companies.
Fundamentals and methods of business valuation.
Fundamentals and methods of asset valuation.
Fundamentals and methods of valuation of real estate assets.
Buying and selling companies in crisis.
Particularities of buying and selling in listed companies.
Sale and purchase of companies and their restructuring within a group of companies from a tax point of view
Organisation of the sales process. Preparatory operations. Beauty Contest.Vendor due diligence.
The price. Components. Elements and structures of the price.
Venture capital: private equity and venture capital.
Venture capital: fiscal, commercial, administrative aspects.
Venture capital: cycle and management. Portfolio management.
So-called informal venture capital.

MODULE II – Business restructuring

Introduction to business restructuring.
Segregations and global assignments of assets and liabilities.
Special mergers.
Cross-border mergers.
Spin-offs.
LBOs Leveraged mergers.
Financial assistance in an LBO.
Acquisition financing in an LBO. Legal, tax (optimization) and commercial study.
Syndicated financing of the acquisition.
Merger of listed companies.
Asset contributions: concept of autonomous economic unit, exchanges of securities, etc.
Acquisitions of own shares and treasury stock operations.
Labour issues in business restructuring processes.
Tax regime for restructuring operations.
Tax regime of restructuring operations: Effects on other taxes. Positioning of the General Directorate of Taxes and the Tax Agency.
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.

MODULE III – Financing and refinancing of companies

Business financing: own and external resources
Cost of financing and leverage.
Business financing contracts.
Financing through own resources: legal and financial analysis.
Bank financing: legal and financial analysis
Parabank financing: introduction.
Detection of states of insolvency, illiquidity, over-indebtedness
Bankruptcy budgets.
The Business Viability Plan: cost adjustments.
Restructuring and optimisation of labour costs.
Optimal structure of business financing. Debt restructuring.
Personal and real guarantees in financial operations.
Taxation of refinancing: guarantees, leasings, shortages, disinvestment operations, etc.
Refinancing a group of companies: practical experiences.

MODULE IV – Company law

Capital companies: incorporation. name, nationality and domicile. object and share capital. subjects and formalities. companies in formation and irregular company. start of operation and duration. nullity.
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 organization of the company III Advisory board. Organs of the family business and of the listed company.
Parasocial agreements: content and usual clauses.
Family protocol: content and clauses.
Accessory services and their use in companies.
Modification of the articles of association.
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. The partners as de facto administrators and classification of the competition as negligence