日本語 English
| 開講年度/ Academic YearAcademic Year |
20252025 |
| 科目設置学部/ CollegeCollege |
法学部/College of Law and PoliticsCollege of Law and Politics |
| 科目コード等/ Course CodeCourse Code |
EX679/EX679EX679 |
| テーマ・サブタイトル等/ Theme・SubtitleTheme・Subtitle |
Understanding Mergers & Acquisitions |
| 授業形態/ Class FormatClass Format |
対面（全回対面）/Face to face (all classes are face-to-face)Face to face (all classes are face-to-face) |
| 授業形態（補足事項）/ Class Format (Supplementary Items)Class Format (Supplementary Items) |
|
| 授業形式/ Class StyleCampus |
演習・ゼミ/SeminarSeminar |
| 校地/ CampusCampus |
池袋/IkebukuroIkebukuro |
| 学期/ SemesterSemester |
春学期/Spring SemesterSpring Semester |
| 曜日時限・教室/ DayPeriod・RoomDayPeriod・Room |
金4/Fri.4 Fri.4 ログインして教室を表示する（Log in to view the classrooms.） |
| 単位/ CreditsCredits |
22 |
| 科目ナンバリング/ Course NumberCourse Number |
LPX2911 |
| 使用言語/ LanguageLanguage |
英語/EnglishEnglish |
| 履修登録方法/ Class Registration MethodClass Registration Method |
その他登録/"Other" Registration"Other" Registration |
| 配当年次/ Assigned YearAssigned Year |
配当年次は開講学部のR Guideに掲載している科目表で確認してください。配当年次は開講学部のR Guideに掲載している科目表で確認してください。 |
| 先修規定/ Prerequisite RegulationsPrerequisite Regulations |
|
| 他学部履修可否/ Acceptance of Other CollegesAcceptance of Other Colleges |
履修登録システムの『他学部・他研究科履修不許可科目一覧』で確認してください。 |
| 履修中止可否/ Course CancellationCourse Cancellation |
〇（履修中止可/ Eligible for cancellation） |
| オンライン授業60単位制限対象科目/ Online Classes Subject to 60-Credit Upper LimitOnline Classes Subject to 60-Credit Upper Limit |
|
| 学位授与方針との関連/ Relationship with Degree PolicyRelationship with Degree Policy |
各授業科目は、学部・研究科の定める学位授与方針（DP）や教育課程編成の方針（CP）に基づき、カリキュラム上に配置されています。詳細はカリキュラム・マップで確認することができます。 |
| 備考/ NotesNotes |
Mergers & acquisitions transactions are generally seen as one of the most important transactions within business and corporate law among legal practitioners. After completion of this seminar, students should have a basic understanding of the legal and business issues involved in these kind of transactions.
In this course, students will learn about the transactional approach to many of the legal and business issues that arise in mergers & acquisitions. Additionally, students will be asked to present on a topic of their choice that we covered in class. Depending on availability, there may be guest lecturers.
| 1 | Course Introduction and Mergers and Asset Sales (Part 1) |
| 2 | Mergers and Asset Sales (Part 2); Appraisal Rights |
| 3 | Fiduciary Duties |
| 4 | Documentation and Negotiations (Part 1) |
| 5 | Documentation and Negotiations (Part 2) |
| 6 | Documentation and Negotiations (Part 3) |
| 7 | Conflicts of Interest between Directors, Officers and Shareholders |
| 8 | Defenses to Mergers & Acquisitions |
| 9 | Deal Management |
| 10 | M&A Deal Reading and Discussion (Part 1) |
| 11 | M&A Deal Reading and Discussion (Part 2) |
| 12 | Student Presentations (Part 1) |
| 13 | Student Presentations (Part 2) |
| 14 | Final Test |
板書 /Writing on the Board
スライド（パワーポイント等）の使用 /Slides (PowerPoint, etc.)
上記以外の視聴覚教材の使用 /Audiovisual Materials Other than Those Listed Above
個人発表 /Individual Presentations
グループ発表 /Group Presentations
ディスカッション・ディベート /Discussion/Debate
実技・実習・実験 /Practicum/Experiments/Practical Training
学内の教室外施設の利用 /Use of On-Campus Facilities Outside the Classroom
校外実習・フィールドワーク /Field Work
上記いずれも用いない予定 /None of the above
| 補足事項 (Supplementary Items) |
|---|
| Depending on the size of the class, presentations may be done individually or in a group. |
Students are strongly encouraged to do all of the assigned readings for each week ahead of class and come to class ready to ask questions and share their opinions. I expect students to share their ideas and debate in class. Any information in the readings may be included on the quizzes and the final test.
| 種類 (Kind) | 割合 (%) | 基準 (Criteria) |
|---|---|---|
| 平常点 (In-class Points) | 100 |
Homework(10%) Quizzes(15%) Student Presentations(35%) Participation(20%) Final Test(20%) |
| 備考 (Notes) | ||
なし/None
| その他 (Others) | |||||
|---|---|---|---|---|---|
| Reading pack to be provided. |
A suitable English language proficiency level is a minimum of IELTS 6.0 or equivalent.
Study abroad students will be considered for this seminar on a case-by-case basis.
Participation: Class attendance, participation, and preparation are expected. If you are unable to attend class, please contact me by email before absences occur, or as soon as possible after class starts if you have an unexpected emergency. Unauthorized absences will be considered in calculating a student’s class participation score. Please note that all students must attend at least 2/3 of the lectures in order to earn credit for this course.
Guest Lectures: If scheduled, students are strongly encouraged to attend guest lectures. Any information presented during guest lectures may be included on quizzes and/or the final test.
Student Presentation: Students will be required to make a 45-minute individual or group presentation (depending on how many students register to take this seminar) in front of the class about a topic that we covered during this seminar. After the presentation is finished, the presenter(s) will be asked questions from the other students and me. Students will be graded based on their level of preparation and presentation, as well as the quality of their written materials.
Quizzes: Students will take 4 quizzes that will cover information discussed throughout the seminars. Please note that the lowest score will automatically be dropped and the remaining scores will be averaged.
Final test: The final test will be held during the time of the final class and will cover material discussed during the entire seminar. If students have (a) done and reviewed all of the readings, (b) reviewed and understood the answers to the quizzes, (c) attended all of the seminars, (d) taken and reviewed notes and (e) actively participated in each class, then they should be prepared for the final test.
Homework: Students are expected to submit homework in response to questions I will provide regarding the reading. Please note that homework, if assigned a certain week, will be due at least 24 hours prior to the next class. So long as a student has completed the assignment on time and in good faith, then full credit will be given. If the homework is received less than 24 hours before the next class begins, 50% credit will be given. If the homework is received after the seminar, then 25% credit will be given.
Syllabus: The syllabus represents current plans and objectives for each week, but as we go through the semester, the plans may need to be changed to maximize the class learning opportunity. Such changes, if necessary, will be clearly conveyed to the class.
<Selection Method（選考方法）>
The maximum number of students（採用人数）： 15 students
Eligible year（配当年次）： Second year students or above
Selection Method（選考方法）：Registration (students will be selected by a lottery if the number of registered students for this seminar exceeds 15 students)
Mergers & acquisitions transactions are generally seen as one of the most important transactions within business and corporate law among legal practitioners. After completion of this seminar, students should have a basic understanding of the legal and business issues involved in these kind of transactions.
In this course, students will learn about the transactional approach to many of the legal and business issues that arise in mergers & acquisitions. Additionally, students will be asked to present on a topic of their choice that we covered in class. Depending on availability, there may be guest lecturers.
| 1 | Course Introduction and Mergers and Asset Sales (Part 1) |
| 2 | Mergers and Asset Sales (Part 2); Appraisal Rights |
| 3 | Fiduciary Duties |
| 4 | Documentation and Negotiations (Part 1) |
| 5 | Documentation and Negotiations (Part 2) |
| 6 | Documentation and Negotiations (Part 3) |
| 7 | Conflicts of Interest between Directors, Officers and Shareholders |
| 8 | Defenses to Mergers & Acquisitions |
| 9 | Deal Management |
| 10 | M&A Deal Reading and Discussion (Part 1) |
| 11 | M&A Deal Reading and Discussion (Part 2) |
| 12 | Student Presentations (Part 1) |
| 13 | Student Presentations (Part 2) |
| 14 | Final Test |
板書 /Writing on the Board
スライド（パワーポイント等）の使用 /Slides (PowerPoint, etc.)
上記以外の視聴覚教材の使用 /Audiovisual Materials Other than Those Listed Above
個人発表 /Individual Presentations
グループ発表 /Group Presentations
ディスカッション・ディベート /Discussion/Debate
実技・実習・実験 /Practicum/Experiments/Practical Training
学内の教室外施設の利用 /Use of On-Campus Facilities Outside the Classroom
校外実習・フィールドワーク /Field Work
上記いずれも用いない予定 /None of the above
| 補足事項 (Supplementary Items) |
|---|
| Depending on the size of the class, presentations may be done individually or in a group. |
Students are strongly encouraged to do all of the assigned readings for each week ahead of class and come to class ready to ask questions and share their opinions. I expect students to share their ideas and debate in class. Any information in the readings may be included on the quizzes and the final test.
| 種類 (Kind) | 割合 (%) | 基準 (Criteria) |
|---|---|---|
| 平常点 (In-class Points) | 100 |
Homework(10%) Quizzes(15%) Student Presentations(35%) Participation(20%) Final Test(20%) |
| 備考 (Notes) | ||
なし/None
| その他 (Others) | |||||
|---|---|---|---|---|---|
| Reading pack to be provided. |
A suitable English language proficiency level is a minimum of IELTS 6.0 or equivalent.
Study abroad students will be considered for this seminar on a case-by-case basis.
Participation: Class attendance, participation, and preparation are expected. If you are unable to attend class, please contact me by email before absences occur, or as soon as possible after class starts if you have an unexpected emergency. Unauthorized absences will be considered in calculating a student’s class participation score. Please note that all students must attend at least 2/3 of the lectures in order to earn credit for this course.
Guest Lectures: If scheduled, students are strongly encouraged to attend guest lectures. Any information presented during guest lectures may be included on quizzes and/or the final test.
Student Presentation: Students will be required to make a 45-minute individual or group presentation (depending on how many students register to take this seminar) in front of the class about a topic that we covered during this seminar. After the presentation is finished, the presenter(s) will be asked questions from the other students and me. Students will be graded based on their level of preparation and presentation, as well as the quality of their written materials.
Quizzes: Students will take 4 quizzes that will cover information discussed throughout the seminars. Please note that the lowest score will automatically be dropped and the remaining scores will be averaged.
Final test: The final test will be held during the time of the final class and will cover material discussed during the entire seminar. If students have (a) done and reviewed all of the readings, (b) reviewed and understood the answers to the quizzes, (c) attended all of the seminars, (d) taken and reviewed notes and (e) actively participated in each class, then they should be prepared for the final test.
Homework: Students are expected to submit homework in response to questions I will provide regarding the reading. Please note that homework, if assigned a certain week, will be due at least 24 hours prior to the next class. So long as a student has completed the assignment on time and in good faith, then full credit will be given. If the homework is received less than 24 hours before the next class begins, 50% credit will be given. If the homework is received after the seminar, then 25% credit will be given.
Syllabus: The syllabus represents current plans and objectives for each week, but as we go through the semester, the plans may need to be changed to maximize the class learning opportunity. Such changes, if necessary, will be clearly conveyed to the class.
<Selection Method（選考方法）>
The maximum number of students（採用人数）： 15 students
Eligible year（配当年次）： Second year students or above
Selection Method（選考方法）：Registration (students will be selected by a lottery if the number of registered students for this seminar exceeds 15 students)