COURSE SYLLABUS

(Attached to the Decision No: ………/QĐ-ĐHNT dated / / of the President of

Foreign Trade University)

Course title: Merger and Acquisition

Course code: PLUE329
Department: International Business Law
Credit hours: 2
Prerequite(s): Corporate law (PLUE401)

1. INSTRUCTOR(s) INFORMATION
No. Instructors’ name Email Phone number Office
1. Dr Ha Cong Anh [email protected] 091.2425.009 Room 209 – B
Bao Building
2. Dr Mai Minh Hương [email protected] Room 209 – B
Building
3 LLM Nguyen Thi [email protected] Room 209 – B
Quynh Yen Building

2. COURSE DESCRIPTION
The course is divided into two discrete sections: (1) Developing an in-depth understanding of
how and when to apply the appropriate tools and skills to successfully complete a transaction
and (2) the application of what has been learned to solving “real” world business problems.
All major elements of the acquisition process will be discussed in the context of a logical
process. The course will involve the application of what the student may have learned in such
courses as finance, accounting, business law, micro and macroeconomics, management,
negotiation, new ventures, entrepreneurship, strategic planning, human resource management,
risk management, financial modeling, and business policy/organization.

3. EXPECTED LEARNING OUTCOMES

On completion of this course, the students should be able to:
* Knowledge
1) The impact of the regulatory environment on the M&A environment;
2) How value is created (or destroyed) as a result of corporate mergers, acquisitions,
divestitures, spin-offs, through in-depth analysis of how to “do a deal;”;
3) The importance of understanding assumptions underlying business valuations;
* Skills
4) Teamwork skills;
5) To develop critical thinking skills;
6) Problem solving skills;
* Attitudes
7) Respect for and strictly abide by the provisions of law;
8) Have the right attitude when entering in the field of M&A activites.

4. READING MATERIALS
4.1. Textbook(s)
1. Mergers, Acquisitions, and Other Restructuring Activities: An Integrated Approach to
Process, Tools, Cases, and Solutions, 8th edition, by Donald M. DePamphilis,
Academic Press, San Diego, Ca., 2019 (ISBN: 9780128013908).
2. Vietnam Investment Law
1
 3. Vietnam Labour Law
4. Vietnam Competitve Law
5. Vietnam Enterprise Law

4.2. Compulsory reading(s)

* Book(s)
* Article(s)
* Other
4.3. Optional reading(s)
* Book(s)
* Article(s)
* Other
4.4. Websites (if any)
5. COURSE CONTENT AND SCHEDULE
5.1. Course content
Time Allocation
Hour(s) on the class Self-study
No. Content Essays, exercise with
Practice,
Lecture Assignments... teacher’s
Seminar…
tutorials
1-3 Chapter 1: the mergers and 6 3 0 9
acquisitions environment
4-6 Chapter 2: the mergers and 6 3 6 13.5
acquisitions process
7-8 Chapter 3: Deal structuring and 4 2 6 13.5
financing strategies
9-10 Chapter 4: Alternative business 4 2 3 9
and restructuring strategies
Total 20 10 15 45

5.2. Schedule of lectures

Provides timeline of course progress in terms of content, instruction, and assessment
Lecture 1: Chapter 1: THE MERGERS AND ACQUISITIONS ENVIRONMENT
Teaching
Hour(s) Content Students’ preparation
activities
Lecture 2 1. Course overview [1] Chapters 1
2. Introduction to M&A
a. What is the success rate?
b. Why do they occur?
c. What are the key
characteristics of
mergers & acquisitions
that meet expectations?
d. Future of M&A
activity

Practice, 1 CASE STUDY: AMAZON

Seminar… MOVES TO CONQUER THE
CONSUMER RETAIL
BUSINESS BY ACQU IRING

2
 WHOLE FOODS
Essays, 0
exercise,
assignments
Self-study 0
with the
teacher’s
tutorials
Assessment (….) 1 Discuss why mergers and acquisitions occur.
2 What is the role of the investment banker in the M&A
process?
Lecture 2: Chapter 1: THE MERGERS AND ACQUISITIONS ENVIRONMENT
Teaching
Hour(s) Content Students’ preparation
activities
Lecture 2 3. The Regulatory [1] chapter 2, 3
Environment:
- Impact of domestic and
international laws pertaining to
M&A.
- Antitrust Legislation
- M&A Implications of Data
Protection Regulations
- Restrictions on Direct
Investment
- Environmental Laws
- Labour law
Practice, 1 CASE STUDY: ANTI-
Seminar… COMPETITIVE CONCERNS
SHRINK SIZE OF
DRUGSTORE
MEGAMERGER
Essays, 0
exercise,
assignments
Self-study 4.5
with the
teacher’s
tutorials
Assessment (….) Legal regulations related to M&A activities
Lecture 3: Chapter 1: THE MERGERS AND ACQUISITIONS ENVIRONMENT
Teaching
Hour(s) Content Students’ preparation
activities
Lecture 2 3. Common Takeover Tactics [1] chapter 2, 3
and Defenses
- Corporate Governance
- Understanding Alternative
Takeover Tactics
- The Impact of Takeover
Defenses on Shareholder

3
 Value
Practice, 1 CASE STUDY: Strategy
Seminar… Matters-Sempra
Energy Acquires Oncor Electric
Essays, 0
exercise,
assignments
Self-study 4.5
with the
teacher’s
tutorials
Assessment (….)

Lecture 4: Chapter 2: THE MERGERS AND ACQUISITIONS PROCESS

Teaching
Hour(s) Content Students’ preparation
activities
Lecture 2 1. Planning: Developing [1] Chapter 4 and 5
Business
and Acquisition Plans
Practice, 1 CASE STUDY: PAYMENT
Seminar… PROCESSOR VANTIV GOES
GLOBAL WITH WORLDPAY
TAKEOVER
Essays, 0
exercise,
Assignments
Self-study 4.5
with the
teacher’s
tutorials
Assessment (….) - How does planning facilitate the acquisition process?
- What is the difference between a business plan and an
acquisition plan?
- What are the advantages and disadvantages of using an
acquisition to implement a business strategy
compared with a joint venture?
- Why is it important to understand the assumptions underlying
a business plan or an acquisition plan?

Lecture 5: Chapter 2: THE MERGERS AND ACQUISITIONS PROCESS

Teaching
Hour(s) Content Students’ preparation
activities
Lecture 2 1. Implementation: Search [1] Chapter 5
Through Closing
Practice, 1 CASE STUDY: Intel Buys
Seminar… Mobileye
in a Bet on Self-Driving Car
Technology
Essays, 3
exercise,
Assignments
4
 Self-study 4.5
with the
teacher’s
tutorials
Assessment (….) - Identify at least three criteria that might be used to select a
manufacturing firm as a potential acquisition candidate. A
financial services firm? A high-technology firm?
- Identify alternative ways to make “first contact” with a
potential acquisition target. Why is confidentiality
important? Under what circumstances might a potential
acquirer make its intentions public?
- What is the purpose of the buyer’s and the seller’s performing
due diligence?

Lecture 6: Chapter 2: THE MERGERS AND ACQUISITIONS PROCESS

Teaching
Hour(s) Content Students’ preparation
activities
Lecture 2 3. Postclosing Integration: [1] chapter 6
Mergers, Acquisitions, and
Business Alliances

Practice, 1 CASE STUDY: Culture

Seminar… Clash—Walmart Buys
Jet.Com
Essays, 3
exercise,
assignments
Self-study 4.5
with the
teacher’s
tutorials
Assessment (….) - How smoothly postmerger integration goes often depends on
actions taken prior to closing the deal and developments often
beyond the control of the merger partners.
- Protracted or disruptive integration reduces the ability of the
acquirer to recover the premium paid for the target firm due to
the loss of disaffected customers, employees, and suppliers
Lecture 7: chapter 3: DEAL STRUCTURING AND FINANCING STRATEGIES
Teaching
Hour(s) Content Students’ preparation
activities
Lecture 2 Deal Structuring. Payment and [1] chapter 11
Legal Considerations
- Mid-term exam (45 minutes)
Practice, 1 CASE STUDY: PORTFOLIO
Seminar… REVIEW REDEFINES
BREAKUP STRATEGY FOR
NEWLY FORMED
DOWDUPONT
CORPORATION
Essays, 3

5
 exercise,
assignments
Self-study 4.5
with the
teacher’s
tutorials
Assessment (….) - What are the advantages and disadvantages of a purchase of
assets from the perspective of the buyer and the seller?
- What are the advantages and disadvantages of a purchase of
stock from the perspective of the buyer and the seller?
Lecture 8: chapter 3: DEAL STRUCTURING AND FINANCING STRATEGIES

Teaching
Hour(s) Content Students’ preparation
activities
Lecture 2 Deal Structuring Cont’d.: Tax [1] chapter 12
and Accounting
Practice, 1 CASE STUDY: JOHNSON &
Seminar… JOHNSON PLACES A BIG
BET ON
BIOPHARMACEUTICAL
COMPANY ACTELION
Essays, 3
exercise,
assignments
Self-study 4.5
with the
teacher’s
tutorials
Assessment (….) When does the IRS consider a transaction to be nontaxable to
the target firm’s shareholders? What is the justification for the
IRS position?
What are the advantages and disadvantages of a tax-free
transaction for the buyer?
Under what circumstances are the assets of the acquired firm
increased to FMV when the transaction is deemed a taxable
purchase of stock?
What is goodwill and how is it created?
Lecture 9: chapter 4: ALTERNATIVE BUSINESS AND RESTRUCTURING
STRATEGIES
Teaching
Hour(s) Content Students’ preparation
activities
Lecture 2 - Joint ventures, partnerships [1] chapter 14
and strategic alliances.
Practice, 1 CASE STUDY: GOOGLE
Seminar… AND WALMART PARTNER
TO COMPETE WITH
AMAZON
Essays, 3
exercise,
6
 assignments
Self-study 4.5
with the
teacher’s
tutorials
Assessment (….) - Why is defining the scope of a business alliance important?
- Discuss ways of valuing tangible and intangible contributions
to a JV.
- What are the advantages and disadvantages of the various
organizational structures that could be used to manage a
business alliance?
- What are the common reasons for the termination of a
business alliance?
Lecture 10: chapter 4: ALTERNATIVE BUSINESS AND RESTRUCTURING
STRATEGIES
Teaching
Hour(s) Content Students’ preparation
activities
Lecture 2 - Alternative Exit and [1] chapter 16, 17
Restructuring Strategies
- Bankruptcy, Reorganization,
and Liquidation

Practice, 1 CASE STUDY: AIRBAG

Seminar… MANUFACTURER TAKATA
FILES FOR CHAPTER 11
BANKRUPTCY
PROTECTION
Essays, 3
exercise,
assignments
Self-study 4.5
with the
teacher’s
tutorials
Assessment (….) - Why would creditors make concessions to a debtor firm?
Give examples of common types of concessions. Describe how
these concessions affect the debtor firm.
- Although most companies that file for bankruptcy do so
because of their deteriorating financial position, companies
increasingly are seeking bankruptcy protection to avoid
litigation. Give examples of how bankruptcy can be used to
avoid litigation.
- What are the primary options available to a failing firm?
What criteria might the firm use to select a particular option?
Be specific.
- Describe the probable trend in financial returns to
shareholders of firms that emerge from bankruptcy. To what do
you attribute these trends? Explain your answer.

7
5.3. Contribution to Course Learning Outcomes
Topic Content CLO
Knowledge Skills Attitudes
1 2 3 4 5 6 7 8

1 Chapter 1: THE MERGERS AND 1 1 1 1

ACQUISITIONS ENVIRONMENT
2 Chapter 1: cont’ 1 1 1 1 1 1 1
3 Chapter 1: cont’ 1 1 1 1 1 1 1 1
4 Chapter 2: THE MERGERS AND
1 1 1 1 1 1 1 1
ACQUISITIONS PROCESS
5 Chapter 2: cont’ 1 1 1 1 1 1 1 1
6 Chapter 2: cont’ 1 1 1 1 1 1 1 1
7 Chapter 3: DEAL STRUCTURING
1 1 1 1 1 1 1 1
AND FINANCING STRATEGIES
8 Chapter 3: cont’ 1 1 1 1 1 1 1
9 chapter 4: ALTERNATIVE
BUSINESS AND 1 1 1 1 1 1 1 1
RESTRUCTURING STRATEGIES
10 Chapter 4: cont’ 1 1 1 1 1 1 1 1

6. COURSE POLICY:
- The Course policy is under the current training regulations
- If students do not make presentation, assigments or make plagiarism are zero marks

7. COURSE ASSESSMENT
7.1. Type of Assessement
* Formative assessment (10%)
- Class Attendance
- In-class discussions
* Summative assessment (90%)

No. Assessment Rate

I Mid-Term 30%
1 Assignment 10%
2 Mid-term exam 10%
3 Presentation 10%
II Final term 60%
1 In writing 60%

7.2. Assessment Criteria

* Generic Criteria
* Formative assessment
Class participation: 8 Marks
Class attendance is mandatory. Students are expected to arrive on time, to be willing and able
to discuss in the lectures.
In class discussion: 2 Marks
Voluntee or be assigned to answer the questions
* Summative assessment
8
 Assignments/problem sets/reports: 10 marks
One or more specific topics will be set by the lecturers. The assignment requires students to
undertake independent research with a maximum number of 2,000 – 3,000 words.
Oral presentation: 10 marks
The class will divided into small groups. Each group shall be provided 10-15 minutes for
presentation, and 5-10 minutes for answering questions. The questions can be raised by
anyone in the class and by the lecturers.
Mid-term exam: 10 marks
One mid-term exam in writing will be set by the lecturers. It includes multiple choices, short
questions, and case study questions. The exam can be open/ or closed book, which is decided
by the lecturers.
Final exam: 60 marks
The final exam in writing will be set by the lecturers. It includes multiple choices, short
questions, and case study questions. The exam can be open/ or closed book, which is decided
by the lecturers.

DEAN OF FACULTY HEAD OF DEPARTMENT