Having previously been a member of the University of Edinburgh Trading and Investment Club, I was recently contacted by a student from the Club asking the corporate team at Brodies to deliver an introduction session on mergers and acquisitions (M&A). Two colleagues and I prepared and conducted the workshop at the university.
1. What did the M&A workshop cover?
The M&A workshop was aimed at providing university students with an insight to the mechanics of M&A and the legal and commercial considerations of a transaction. We prepared a hypothetical company fact sheet to show the students the roles of the buyer, sellers and the target company. We delved into the rationale behind the acquisition / sale of companies, the fundamental components of an M&A deal and the differences between trade buyers and private equity buyers.
We prepared a road map through a share acquisition which started at the initial agreements and extended all the way to post-completion. We provided the students with a high-level overview of each stage in a transaction and discussed:
- the preliminary and NDA stage;
- due diligence and disclosure stage;
- the drafting of sale and purchase agreements and ancillaries; and
- the completion and post-completion stages.
2. Why is it important for students to understand the process behind a M&A transaction?
Understanding the intricacies of a M&A transaction is significant for students, as the students who attended the workshop were aspiring to embark on careers in fields such as investment banking, finance, or law. It serves as a foundational knowledge base that provides them with a competitive edge and a head start in their respective professional journeys. An understanding of the complex legal processes that underpin an M&A deal is particularly crucial. This understanding equips students with the necessary insights to navigate the complexities of negotiations, due diligence and contractual agreements, thereby fostering a complete understanding of the mechanisms driving a deal to its completion. Gaining proficiency in the legal intricacies of M&A transactions empowers students to contribute meaningfully to their chosen fields and positions them as well-informed professionals in the dynamic landscape of corporate, finance and law.
3. What the students were interested in?
The students showed keen interest in several aspects:
- tax implications: understanding the role of tax in M&A transactions.
- stages of share acquisition: exploring the process and technological tools, such as DocuSign and Contract Express, used by Brodies in M&A transactions.
- Private Equity buyer vs trade buyer: analysing the pros and cons of each and how the different buyers can mould the transaction process.
Following the workshop, we received positive feedback from the University of Edinburgh Trading & Investment Club:
''I want to express my gratitude to you and your fantastic team once again for this opportunity. The committee provided glowing feedback about the event, and we would love to welcome Brodies back for future opportunities if feasible. The lessons were thorough, and it easily ranks as our best event this year. Your efforts in positively impacting our learning are sincerely appreciated.''
Overall, organising, preparing and presenting at the M&A workshop was an enriching experience. I eagerly anticipate future opportunities to organise and present at events hosted by the University of Edinburgh.
Contributors
Practice Development Lawyer
Solicitor
Trainee Solicitor
