日本語 English
| 開講年度/ Academic YearAcademic Year |
20262026 |
| 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 |
EX882/EX882EX882 |
| 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。 https://www.rikkyo.ac.jp/about/disclosure/educational_policy/lp.html |
| 備考/ NotesNotes |
After completion of this seminar, students should acquire an understanding of the legal, business, and strategic issues that arise in mergers, asset sales, and related corporate transactions. Students will become familiar with the legal frameworks governing M&A transactions, including fiduciary duties of directors and officers, appraisal rights of shareholders, conflicts of interest, hostile takeovers, and defenses to hostile takeovers.
By analyzing transaction structures, deal documentation, and negotiation processes, this seminar aims to help students understand how legal rules are applied in practice and how business considerations influence transactional decision-making. By the end of this course, students should be able to identify key legal issues in M&A transactions, understand the role of corporate actors and legal advisors, and develop the ability to critically analyze M&A transactions from both a legal and business perspective.
This seminar covers the legal and business issues involved in mergers, asset sales, and other acquisition structures, with a particular focus on fiduciary duties, shareholder rights, conflicts of interest, and defensive measures employed in M&A transactions. Students will study how M&A deals are structured, negotiated, documented, managed, and how legal risks are identified and addressed throughout the transaction process.
The course also emphasizes the practical aspects of M&A, and the management of transactions from the letter of intent through closing. Selected materials will be read and discussed in class to provide students with exposure to M&A transactions. In addition, students will be required to give presentations on selected topics related to M&A, allowing them to deepen their understanding of specific issues and to develop presentation and analytical skills.
Depending on availability, guest lecturers with practical experience in M&A transactions may be invited to provide additional insights.
| 1 | Course Introduction |
| 2 | Mergers and Asset Sales |
| 3 | Defenses to M&A |
| 4 | M&A Deal Reading and Discussion (Part 1) |
| 5 | M&A Deal Reading and Discussion (Part 2) |
| 6 | Documentation and Negotiations (Part 1) |
| 7 | Documentation and Negotiations (Part 2) |
| 8 | Documentation and Negotiations (Part 3) |
| 9 | Deal Management; Appraisal Rights |
| 10 | Fiduciary Duties |
| 11 | Student Presentations (Part 1) |
| 12 | Student Presentations (Part 2) |
| 13 | Student Presentations (Part 3) |
| 14 | M&A Deal Reading and Discussion (Part 3) |
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 seminar, presentations may be done individually or in a group. |
Students are 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.
| 種類 (Kind) | 割合 (%) | 基準 (Criteria) |
|---|---|---|
| 平常点 (In-class Points) | 100 |
Participation (30%) Student Presentations(40%) 最終レポート(Final Report)(30%) |
| 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.
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.
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.
Final Report: Students will be expected to write a report covering a topic that we covered during this seminar. Details will be discussed in class.
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 experience. Such changes, if necessary, will be clearly conveyed to the class.
A suitable English language proficiency level is a minimum of IELTS 6.0 or equivalent.
After completion of this seminar, students should acquire an understanding of the legal, business, and strategic issues that arise in mergers, asset sales, and related corporate transactions. Students will become familiar with the legal frameworks governing M&A transactions, including fiduciary duties of directors and officers, appraisal rights of shareholders, conflicts of interest, hostile takeovers, and defenses to hostile takeovers.
By analyzing transaction structures, deal documentation, and negotiation processes, this seminar aims to help students understand how legal rules are applied in practice and how business considerations influence transactional decision-making. By the end of this course, students should be able to identify key legal issues in M&A transactions, understand the role of corporate actors and legal advisors, and develop the ability to critically analyze M&A transactions from both a legal and business perspective.
This seminar covers the legal and business issues involved in mergers, asset sales, and other acquisition structures, with a particular focus on fiduciary duties, shareholder rights, conflicts of interest, and defensive measures employed in M&A transactions. Students will study how M&A deals are structured, negotiated, documented, managed, and how legal risks are identified and addressed throughout the transaction process.
The course also emphasizes the practical aspects of M&A, and the management of transactions from the letter of intent through closing. Selected materials will be read and discussed in class to provide students with exposure to M&A transactions. In addition, students will be required to give presentations on selected topics related to M&A, allowing them to deepen their understanding of specific issues and to develop presentation and analytical skills.
Depending on availability, guest lecturers with practical experience in M&A transactions may be invited to provide additional insights.
| 1 | Course Introduction |
| 2 | Mergers and Asset Sales |
| 3 | Defenses to M&A |
| 4 | M&A Deal Reading and Discussion (Part 1) |
| 5 | M&A Deal Reading and Discussion (Part 2) |
| 6 | Documentation and Negotiations (Part 1) |
| 7 | Documentation and Negotiations (Part 2) |
| 8 | Documentation and Negotiations (Part 3) |
| 9 | Deal Management; Appraisal Rights |
| 10 | Fiduciary Duties |
| 11 | Student Presentations (Part 1) |
| 12 | Student Presentations (Part 2) |
| 13 | Student Presentations (Part 3) |
| 14 | M&A Deal Reading and Discussion (Part 3) |
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 seminar, presentations may be done individually or in a group. |
Students are 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.
| 種類 (Kind) | 割合 (%) | 基準 (Criteria) |
|---|---|---|
| 平常点 (In-class Points) | 100 |
Participation (30%) Student Presentations(40%) 最終レポート(Final Report)(30%) |
| 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.
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.
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.
Final Report: Students will be expected to write a report covering a topic that we covered during this seminar. Details will be discussed in class.
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 experience. Such changes, if necessary, will be clearly conveyed to the class.
A suitable English language proficiency level is a minimum of IELTS 6.0 or equivalent.