Course Detail
Course Description
| Course | Code | Semester | T+P (Hour) | Credit | ECTS |
|---|---|---|---|---|---|
| MERGERS and ACQUISITIONS | HUK4214185 | Spring Semester | 2+0 | 2 | 4 |
| Course Program | Cuma 09:00-09:45 Cuma 10:00-10:45 |
| Prerequisites Courses | |
| Recommended Elective Courses |
| Language of Course | English |
| Course Level | First Cycle (Bachelor's Degree) |
| Course Type | Elective |
| Course Coordinator | Assist.Prof. Muhammet Emin BİNGÖL |
| Name of Lecturer(s) | Assist.Prof. Muhammet Emin BİNGÖL |
| Assistant(s) | |
| Aim | In this course, it is aimed to examine the basic concepts of contract law and corporate law as they relate to mergers and acquisitions, to examine the acquisition processes, to learn the institutions specific to the practice and to shed light on the legal problems arising in practice. |
| Course Content | This course contains; Introduction to Mergers, Acquisitions and Demergers and Basic Concepts Related to the Subject,Preliminary Negotiation Phase, Letter of Intent and Binding Clause in Mergers, Acquisitions and Spin-offs,Due Diligence Phase, Purpose and Application,Legal, Financial and Operational Review and Price Proposal,Negotiation Phase, Share Purchase Agreement, Conditions Precedent and Conditions Prejudicial,Form and Elements of the Share Purchase Agreement,Indemnification Provisions and Liability,Representations and Warranties of the Parties and the Consequences of Breach thereof,Penalties, Non-Competition Obligations and Dispute Resolution Procedures,Closing,Shareholders' Agreement, Relationship with the Articles of Association, Problems in Practice, Restrictions and Solution Suggestions,Applicable Law and Dispute Resolution,Collaterals and Option Contracts,Breach of Option Contracts. |
| Dersin Öğrenme Kazanımları | Teaching Methods | Assessment Methods |
| Define the shareholders' agreement. | 10, 14, 16, 4, 9 | A |
| Evaluates the basic concepts of contract law and corporate law as they relate to mergers and acquisitions. | 10, 14, 16, 4, 9 | A |
| Solves practical problems in the transfer of shares and transfer of commercial enterprise. | 10, 14, 16, 4, 9 | A |
| Explain the legal institutions that apply to mergers and acquisitions. | 10, 14, 16, 4, 9 | A |
| Use the legal mechanisms related to mergers and acquisitions. | 10, 14, 16, 4, 9 | A |
| Compares the content and legal nature of the share sale agreement and the transfer of commercial enterprise agreements. | 10, 14, 16, 4, 9 | A |
| Analyze the elements and provisions of the shareholders' agreement. | 10, 14, 16, 4, 9 | A |
| Teaching Methods: | 10: Discussion Method, 14: Self Study Method, 16: Question - Answer Technique, 4: Inquiry-Based Learning, 9: Lecture Method |
| Assessment Methods: | A: Traditional Written Exam |
Course Outline
| Order | Subjects | Preliminary Work |
|---|---|---|
| 1 | Introduction to Mergers, Acquisitions and Demergers and Basic Concepts Related to the Subject | There is no preliminary preparation. |
| 2 | Preliminary Negotiation Phase, Letter of Intent and Binding Clause in Mergers, Acquisitions and Spin-offs | There is no preliminary preparation. |
| 3 | Due Diligence Phase, Purpose and Application | There is no preliminary preparation. |
| 4 | Legal, Financial and Operational Review and Price Proposal | There is no preliminary preparation. |
| 5 | Negotiation Phase, Share Purchase Agreement, Conditions Precedent and Conditions Prejudicial | There is no preliminary preparation. |
| 6 | Form and Elements of the Share Purchase Agreement | There is no preliminary preparation. |
| 7 | Indemnification Provisions and Liability | There is no preliminary preparation. |
| 8 | Representations and Warranties of the Parties and the Consequences of Breach thereof | There is no preliminary preparation. |
| 9 | Penalties, Non-Competition Obligations and Dispute Resolution Procedures | There is no preliminary preparation. |
| 10 | Closing | There is no preliminary preparation. |
| 11 | Shareholders' Agreement, Relationship with the Articles of Association, Problems in Practice, Restrictions and Solution Suggestions | There is no preliminary preparation. |
| 12 | Applicable Law and Dispute Resolution | There is no preliminary preparation. |
| 13 | Collaterals and Option Contracts | There is no preliminary preparation. |
| 14 | Breach of Option Contracts | There is no preliminary preparation. |
| Resources |
| ESİN, İsmail, LOKMANHEKİM, Tunç, Uygulamada Birleşme ve Devralmalar, On İki Levha Yayıncılık, İstanbul 2022. |
Course Contribution to Program Qualifications
| Course Contribution to Program Qualifications | |||||||
| No | Program Qualification | Contribution Level | |||||
| 1 | 2 | 3 | 4 | 5 | |||
| 1 | 1. Know legal concepts and institutions; list the relations between these concepts and institutions. | X | |||||
| 2 | 2. In addition to theoretical knowledge comprehend using, comparing, interpreting and the substance and procedures of implementation of legal rules. | X | |||||
| 3 | 3. Know historical development process of law and legal systems as a branch of science. | X | |||||
| 4 | 4. Have information on contemporary legal regulations, court judgments and jurisprudential views. | X | |||||
| 5 | 5. Evaluate, interpret; and make researches on legal regulations, court judgments and jurisprudential views by a methodological approach. | X | |||||
| 6 | 6. Settle legal disputes departing from legal rules, court judgments and jurisprudential views. | X | |||||
| 7 | 7. Have the ability to find solutions to legal disputes; take initiative; behave independently and creatively. | X | |||||
| 8 | 8. Resort to assistance of different fields of expertise in dealing with the unpredictable problems encountered in legal practice and take responsibility in team works. | X | |||||
| 9 | 9. Undertake planning and management of activities for professional progress of employees working under their authority and responsibility. | X | |||||
| 10 | 10. Follow and evaluate the developments in theory and practice of law. | X | |||||
| 11 | 11. Deal with the social and legal problems with a critical perspective and produce solutions for these problems. | X | |||||
| 12 | 12. Have the awareness of the need for life-long learning (continuous education). | X | |||||
| 13 | 13. Inform individuals and institutions on legal subjects; present oral and written proposals with reasoning. | X | |||||
| 14 | 14. Use information and communication technologies in the field of legal profession effectively. | X | |||||
| 15 | 15. Know a foreign language at the level of following international developments and communicating with other lawyers worldwide. | X | |||||
| 16 | 16. Plan professional projects and activities and implement them with sense of social responsibility. | X | |||||
| 17 | 17. Have the basic knowledge of the structure of international society and forms of relations; and evaluates international problems. | X | |||||
| 18 | 18. As a lawyer who recognizes universal principles of law, protects and defends rule of law quality of Turkish Republic. | X | |||||
| 19 | 19. Have a sense of professional and ethical responsibility. | X | |||||
| 20 | 20. Have the capacity of evaluation and competency of finding solutions for legal disputes from the point of positive and ideal law. | X | |||||
Assessment Methods
| Contribution Level | Absolute Evaluation | |
| Rate of Midterm Exam to Success | 40 | |
| Rate of Final Exam to Success | 60 | |
| Total | 100 | |
| ECTS / Workload Table | ||||||
| Activities | Number of | Duration(Hour) | Total Workload(Hour) | |||
| Course Hours | 14 | 2 | 28 | |||
| Guided Problem Solving | 4 | 4 | 16 | |||
| Resolution of Homework Problems and Submission as a Report | 3 | 4 | 12 | |||
| Term Project | 3 | 4 | 12 | |||
| Presentation of Project / Seminar | 0 | 0 | 0 | |||
| Quiz | 0 | 0 | 0 | |||
| Midterm Exam | 1 | 16 | 16 | |||
| General Exam | 1 | 24 | 24 | |||
| Performance Task, Maintenance Plan | 0 | 0 | 0 | |||
| Total Workload(Hour) | 108 | |||||
| Dersin AKTS Kredisi = Toplam İş Yükü (Saat)/30*=(108/30) | 4 | |||||
| ECTS of the course: 30 hours of work is counted as 1 ECTS credit. | ||||||
Detail Informations of the Course
Course Description
| Course | Code | Semester | T+P (Hour) | Credit | ECTS |
|---|---|---|---|---|---|
| MERGERS and ACQUISITIONS | HUK4214185 | Spring Semester | 2+0 | 2 | 4 |
| Course Program | Cuma 09:00-09:45 Cuma 10:00-10:45 |
| Prerequisites Courses | |
| Recommended Elective Courses |
| Language of Course | English |
| Course Level | First Cycle (Bachelor's Degree) |
| Course Type | Elective |
| Course Coordinator | Assist.Prof. Muhammet Emin BİNGÖL |
| Name of Lecturer(s) | Assist.Prof. Muhammet Emin BİNGÖL |
| Assistant(s) | |
| Aim | In this course, it is aimed to examine the basic concepts of contract law and corporate law as they relate to mergers and acquisitions, to examine the acquisition processes, to learn the institutions specific to the practice and to shed light on the legal problems arising in practice. |
| Course Content | This course contains; Introduction to Mergers, Acquisitions and Demergers and Basic Concepts Related to the Subject,Preliminary Negotiation Phase, Letter of Intent and Binding Clause in Mergers, Acquisitions and Spin-offs,Due Diligence Phase, Purpose and Application,Legal, Financial and Operational Review and Price Proposal,Negotiation Phase, Share Purchase Agreement, Conditions Precedent and Conditions Prejudicial,Form and Elements of the Share Purchase Agreement,Indemnification Provisions and Liability,Representations and Warranties of the Parties and the Consequences of Breach thereof,Penalties, Non-Competition Obligations and Dispute Resolution Procedures,Closing,Shareholders' Agreement, Relationship with the Articles of Association, Problems in Practice, Restrictions and Solution Suggestions,Applicable Law and Dispute Resolution,Collaterals and Option Contracts,Breach of Option Contracts. |
| Dersin Öğrenme Kazanımları | Teaching Methods | Assessment Methods |
| Define the shareholders' agreement. | 10, 14, 16, 4, 9 | A |
| Evaluates the basic concepts of contract law and corporate law as they relate to mergers and acquisitions. | 10, 14, 16, 4, 9 | A |
| Solves practical problems in the transfer of shares and transfer of commercial enterprise. | 10, 14, 16, 4, 9 | A |
| Explain the legal institutions that apply to mergers and acquisitions. | 10, 14, 16, 4, 9 | A |
| Use the legal mechanisms related to mergers and acquisitions. | 10, 14, 16, 4, 9 | A |
| Compares the content and legal nature of the share sale agreement and the transfer of commercial enterprise agreements. | 10, 14, 16, 4, 9 | A |
| Analyze the elements and provisions of the shareholders' agreement. | 10, 14, 16, 4, 9 | A |
| Teaching Methods: | 10: Discussion Method, 14: Self Study Method, 16: Question - Answer Technique, 4: Inquiry-Based Learning, 9: Lecture Method |
| Assessment Methods: | A: Traditional Written Exam |
Course Outline
| Order | Subjects | Preliminary Work |
|---|---|---|
| 1 | Introduction to Mergers, Acquisitions and Demergers and Basic Concepts Related to the Subject | There is no preliminary preparation. |
| 2 | Preliminary Negotiation Phase, Letter of Intent and Binding Clause in Mergers, Acquisitions and Spin-offs | There is no preliminary preparation. |
| 3 | Due Diligence Phase, Purpose and Application | There is no preliminary preparation. |
| 4 | Legal, Financial and Operational Review and Price Proposal | There is no preliminary preparation. |
| 5 | Negotiation Phase, Share Purchase Agreement, Conditions Precedent and Conditions Prejudicial | There is no preliminary preparation. |
| 6 | Form and Elements of the Share Purchase Agreement | There is no preliminary preparation. |
| 7 | Indemnification Provisions and Liability | There is no preliminary preparation. |
| 8 | Representations and Warranties of the Parties and the Consequences of Breach thereof | There is no preliminary preparation. |
| 9 | Penalties, Non-Competition Obligations and Dispute Resolution Procedures | There is no preliminary preparation. |
| 10 | Closing | There is no preliminary preparation. |
| 11 | Shareholders' Agreement, Relationship with the Articles of Association, Problems in Practice, Restrictions and Solution Suggestions | There is no preliminary preparation. |
| 12 | Applicable Law and Dispute Resolution | There is no preliminary preparation. |
| 13 | Collaterals and Option Contracts | There is no preliminary preparation. |
| 14 | Breach of Option Contracts | There is no preliminary preparation. |
| Resources |
| ESİN, İsmail, LOKMANHEKİM, Tunç, Uygulamada Birleşme ve Devralmalar, On İki Levha Yayıncılık, İstanbul 2022. |
Course Contribution to Program Qualifications
| Course Contribution to Program Qualifications | |||||||
| No | Program Qualification | Contribution Level | |||||
| 1 | 2 | 3 | 4 | 5 | |||
| 1 | 1. Know legal concepts and institutions; list the relations between these concepts and institutions. | X | |||||
| 2 | 2. In addition to theoretical knowledge comprehend using, comparing, interpreting and the substance and procedures of implementation of legal rules. | X | |||||
| 3 | 3. Know historical development process of law and legal systems as a branch of science. | X | |||||
| 4 | 4. Have information on contemporary legal regulations, court judgments and jurisprudential views. | X | |||||
| 5 | 5. Evaluate, interpret; and make researches on legal regulations, court judgments and jurisprudential views by a methodological approach. | X | |||||
| 6 | 6. Settle legal disputes departing from legal rules, court judgments and jurisprudential views. | X | |||||
| 7 | 7. Have the ability to find solutions to legal disputes; take initiative; behave independently and creatively. | X | |||||
| 8 | 8. Resort to assistance of different fields of expertise in dealing with the unpredictable problems encountered in legal practice and take responsibility in team works. | X | |||||
| 9 | 9. Undertake planning and management of activities for professional progress of employees working under their authority and responsibility. | X | |||||
| 10 | 10. Follow and evaluate the developments in theory and practice of law. | X | |||||
| 11 | 11. Deal with the social and legal problems with a critical perspective and produce solutions for these problems. | X | |||||
| 12 | 12. Have the awareness of the need for life-long learning (continuous education). | X | |||||
| 13 | 13. Inform individuals and institutions on legal subjects; present oral and written proposals with reasoning. | X | |||||
| 14 | 14. Use information and communication technologies in the field of legal profession effectively. | X | |||||
| 15 | 15. Know a foreign language at the level of following international developments and communicating with other lawyers worldwide. | X | |||||
| 16 | 16. Plan professional projects and activities and implement them with sense of social responsibility. | X | |||||
| 17 | 17. Have the basic knowledge of the structure of international society and forms of relations; and evaluates international problems. | X | |||||
| 18 | 18. As a lawyer who recognizes universal principles of law, protects and defends rule of law quality of Turkish Republic. | X | |||||
| 19 | 19. Have a sense of professional and ethical responsibility. | X | |||||
| 20 | 20. Have the capacity of evaluation and competency of finding solutions for legal disputes from the point of positive and ideal law. | X | |||||
Assessment Methods
| Contribution Level | Absolute Evaluation | |
| Rate of Midterm Exam to Success | 40 | |
| Rate of Final Exam to Success | 60 | |
| Total | 100 | |