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

1. LEGAL PRACTICE AND PROFESSIONAL ACTIVITY MODULE (COMPULSORY SUBJECTS)

CIVIL AND COMMERCIAL LAW PRACTICE

• Civil Practice I
• Civil Practice II
• Commercial Practice

CRIMINAL LAW PRACTICE

• Criminal Practice

PUBLIC LAW PRACTICE

• Administrative processes and legal-administrative practice
• Tax procedures

LABOUR LAW PRACTICE

• Legal-Labour Practice

LAWYER’S PRACTICE

• Legal and deontological status of the legal profession.
• Argumentation, writing and knowledge management techniques
• Organization of the office and client relations

2. MODULE INTENSIFICATIONS (OPTIONAL SUBJECTS)

AREA OF PRIVATE LAW

• Corporate Law
• Introduction to Business Accounting
• Commercial contracts
• Bankruptcy Law
• Competition law: free competition and unfair competition
• Law of damages and liability
• Intellectual and industrial property law
• Consumer law
• Family and succession law
• Law of regulated economic activities
• Financial market law

PUBLIC LAW AND TAX AREA

• Urban and real estate law
• Business taxation I
• Business taxation II

AREA OF SOCIAL LAW

• Company labour law

AREA OF CRIMINAL AND PENITENTIARY LAW

Economic criminal law
Criminal liability of minors
Enforcement of Sentences and Prison Law
INTERNATIONAL LEGAL AREA

International Business Law
Jurisdictional protection in international courts

3. EXTERNAL INTERNSHIPS (COMPULSORY)

Internship for the practice of law

4. MASTER’S THESIS (COMPULSORY)

Carrying out the final master’s work

MODULE I – Mergers and Acquisitions of Companies and Assets

• Main commercial aspects of mergers and acquisitions of companies and asset purchases.
• Preliminary negotiations and bids. Letters of Intent, framework agreements, MOUs. Liabilities for pre-contractual actions.
• Instruments for the acquisition of companies and financing the operation.
• The company purchase agreement.
• The acquisition of minority stakes in companies and the subsequent acquisition.
• Shareholder agreements in company sales.
• Main labor and social security aspects in company acquisitions. Business succession.
• Main tax aspects of company acquisitions.
• Main tax aspects of asset purchases.
• Main tax aspects of real estate transactions.
• Main tax aspects of leveraged buyouts.
• Current trends in company acquisitions.
• Key financial aspects in company acquisitions.
• Principles and methods of company valuation.
• Principles and methods of asset valuation.
• Principles and methods of real estate valuation.
• Acquisitions of companies in crisis.
• Particularities of acquisitions in listed companies.
• Company acquisitions and restructuring within a corporate group from a tax perspective.
• 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.
• Venture capital: tax, commercial, and administrative aspects.
• Venture capital: cycle and management. Portfolio management of investees.
• So-called informal venture capital.

MODULE II – Corporate Restructuring

• Introduction to corporate restructuring.
• Spin-offs and global asset and liability transfers.
• Special mergers.
• Cross-border mergers.
• Demergers.
• LBO Leveraged buyouts.
• Financial assistance in an LBO.
• Financing acquisitions in an LBO. Legal, tax (optimization), and commercial studies.
• Syndicated acquisition financing.
• Mergers of listed companies.
• Asset contributions: concept of autonomous economic unit, share swaps, etc.
• Acquisitions of treasury stock and treasury stock transactions.
• Labor issues in corporate restructuring processes.
• Tax regime of restructuring operations.
• Tax regime of restructuring operations: effects on other taxes. Positioning of the Directorate General of Taxes and the Tax Agency.
• Calculation of the exchange ratio in a merger process.
• Synergies in corporate integration operations.
• Horizontal and vertical integrations: business vision.
• Control of corporate concentrations within the EU.
• Control of corporate concentrations at the national level.
• Economic analysis of corporate concentration operations.

MODULE III – Financing and Refinancing of Companies

• Business financing: equity and debt resources.
• Cost of financing and leverage.
• Business financing contracts.
• Financing with equity resources: legal and financial analysis.
• Bank financing: legal and financial analysis.
• Non-bank financing: introduction.
• Detection of insolvency states, illiquidity, and over-indebtedness.
• Bankruptcy assumptions.
• Business viability plan: cost adjustments.
• Restructuring and optimization of labor costs.
• Optimal business financing structure. Debt restructuring.
• Personal and real guarantees in financial transactions.
• Taxation of refinancing: guarantees, leasing, moratoriums, divestment transactions, etc.
• Refinancing a corporate group: practical experiences.

MODULE IV – Company Law

• Capital companies: incorporation. Name, nationality, and address. Purpose and share capital. Parties and formalities. Companies in formation and irregular companies. Commencement of operations and duration. Nullity.
• Corporate organization of the company: the general shareholders’ meeting.
• Corporate organization of the company: the management body, de facto administrator, and voluntary representatives.
• Corporate organization of the company III: Advisory Board. Family business and listed company boards.
• Shareholder agreements: content and usual clauses.
• The family protocol: content and clauses.
• Auxiliary benefits and their utility in companies.
• Modification of bylaws.
• Operations with share capital: increase and decrease of capital, accordion operations, and reverse operations.
• Treasury stock and treasury stock transactions.
• Special shares and shares without voting rights and stock options.
• Liability of shareholders, lifting the corporate veil. Shareholders as de facto administrators and the qualification of bankruptcy as culpable and the bankruptcy liability of shareholders.
• Liability of administrators towards the company. Liability of representatives towards the company and the civil liability insurance of administrators and directors.
• Loans from shareholders/subordination. Participating loans. Legal instruments equivalent to shares. Redeemable shares in private companies, convertible bonds, warrants.
• Administrator liability: liability for damages, debts, and bankruptcy.
• Administrator remuneration: tax, labor, and commercial analysis.
• Shareholder remuneration: tax and commercial analysis.
• Executive contracts and management recruitment modalities.
• Labor nature of shareholders.
• Shareholder disputes.
• Dissolution and liquidation of companies: legal causes. Reactivation. Statutory causes. Procedure. Judicial dissolution. Liquidation. Liquidation operations. Liquidators. Events after dissolution.

MODULE V – Taxation and Corporate Finance

• Holding companies.
• Taxation of corporate transactions.
• Base erosion profit shifting. The foundations of the new taxation.
• The taxation of related-party transactions.
• Accounting and tax consolidation.
• Tax planning for groups.
• Taxation of refinancing and creditor bankruptcy.
• Administrator remuneration: tax, labor, and commercial analysis.
• Shareholder remuneration: tax and commercial analysis.
• Balance sheet analysis.
• Auditing accounts.

MODULE VI – Legal Regime of the Listed Company

• The National Securities Market Commission.
• Supervision and control of the listed company.
• Legal regime of the listed company.
• Good corporate governance.
• Initial public offerings (IPOs).
• Tender offers (OPAs).
• Delisting from the stock exchange.
• Financial information.
• Corporate governance report.

FINAL EXAMS

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

INTERNSHIPS FOR THE PRACTICE OF THE LEGAL PROFESSION

Once the first phase of the program is completed, the student will have the necessary tools and instruments to practice law.

To deepen and demonstrate these practical skills, in the second phase, students join law firms, both national and international. There, they are guided by a lawyer-tutor who introduces them to the firm’s working mechanics and the legal matters in which the student will participate.

The student’s placement is determined by the Master’s Direction based on academic results, the analysis of each student’s personal profile, and the requirements set by the law firms themselves. This ensures the success of the internships and proper guidance for the student.

MASTER’S THESIS

Through the Master’s Thesis, the student has the opportunity to delve deeper into a topic of their interest, applying the knowledge acquired and their problem-solving ability in new or unfamiliar environments within broader contexts related to their area of study. This means that the student must integrate knowledge and face the complexity of making judgments from incomplete or limited information, which includes reflections on the social and ethical responsibilities linked to the application of their knowledge and judgments.