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Applications Discussion
TCLA Direct Training Contract Applications Discussion Thread 2024-5
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<blockquote data-quote="Ram Sabaratnam" data-source="post: 212447" data-attributes="member: 36738"><p>Hiya [USER=30819]@legallybrunette8[/USER]</p><p></p><p>I'm sure the others would have a lot to add here, but wanted to get something to you in the meantime. Good news is that you’re not expected to be an M&A expert! Most firms use these tasks to assess your commercial awareness, communication, and decision-making rather than your technical legal knowledge.</p><p></p><p>If you haven't already done so, I highly recommend <a href="https://www.amazon.co.uk/Commercial-Law-Handbook-Jake-Schogger/dp/B00N20LS88/ref=sr_1_1?crid=1ZWC8GYQQ0EW0&dib=eyJ2IjoiMSJ9.P9sOlObtYG4kTnM_IOohsHlXKYpirraO0cKzjWnkOUaa0LhmLNiYUwcU82zK1R_IWfP9xZNB2IC8n-6WeGFJLv--iZd8RG-avOX_X6SP_Ts.jDbKFSJrG4FljZSp5kLiOt5lJliN14ajnaH2XRY_A70&dib_tag=se&keywords=Jake+Schogger+Commercial+Law+Handbook&qid=1748529754&sprefix=jake+schogger+commercial+law+handbook%2Caps%2C179&sr=8-1" target="_blank">Jake Schogger’s Commercial Law Handbook</a><em>. </em>It's not too expensive and I found the chapter on M&A helpful in breaking down the process in a really clear way. Apart from any specific resource, I think you'll mainly want to focus on understanding the <em>key commercial considerations</em> in a deal: Why might a company want to acquire another? How do synergies, risk, culture, and branding affect integration? Just note that you don’t need to memorise any legal rules or anything, but it helps to consider the issues your client would care about most in a pre and post-merger context. Think of the key risks that typically come up in many M&A contexts. These include:</p><p></p><p><strong>Operational Risk: </strong>These are practical challenges that could affect how the merged business runs day to day. Incompatibility between supply chains and logistics; challenges in integrating differing business models or customer bases; etc.</p><p></p><p><strong>Managerial/Cultural Risk: </strong>This is often underestimated in group tasks but can still be important, depending on the scenario you're given. Under this umbrella, you'll want to think about cultural clashes between management teams (e.g. formal vs startup cultures); fifferences in governance or decision-making styles; and even dissatisfaction or misalignment between companies.</p><p></p><p><strong>Financial Risk: </strong>Here, you'll want to focus on the cost and financing of the deal, including whether there is a risk of potentially overpaying for the target company (e.g. inflated valuation or poor due diligence); taking on too much debt to fund the acquisition; or underestimating integration costs or future liabilities (e.g. litigation).</p><p></p><p><strong>Strategic/Market Risk: </strong>This overlaps with commercial awareness and thinking about the long-term success, but it includes things like whether there is a poor strategic fit between buyer and target (e.g. unrelated sectors) and risk of brand dilution post-acquisition;</p><p></p><p><strong>Legal/Regulatory Risk: </strong>This may come up depending on the scenario, but definitely may want to show that you understand the relevance of things like antitrust/competition clearance; employment or data protection issues; tax issues; and general cross-border regulatory hurdles in international deals.</p><p></p><p>If possible, I'd also have a think about why a buyer might choose to purchase a company via a sale of assets vs a sale of shares. You may also want to think about the differences between why a buyer may choose to merge with vs acquire a company as a subsidiary.</p><p></p><p>Happy to chat more if helpful and best of luck with your AC!</p></blockquote><p></p>
[QUOTE="Ram Sabaratnam, post: 212447, member: 36738"] Hiya [USER=30819]@legallybrunette8[/USER] I'm sure the others would have a lot to add here, but wanted to get something to you in the meantime. Good news is that you’re not expected to be an M&A expert! Most firms use these tasks to assess your commercial awareness, communication, and decision-making rather than your technical legal knowledge. If you haven't already done so, I highly recommend [URL='https://www.amazon.co.uk/Commercial-Law-Handbook-Jake-Schogger/dp/B00N20LS88/ref=sr_1_1?crid=1ZWC8GYQQ0EW0&dib=eyJ2IjoiMSJ9.P9sOlObtYG4kTnM_IOohsHlXKYpirraO0cKzjWnkOUaa0LhmLNiYUwcU82zK1R_IWfP9xZNB2IC8n-6WeGFJLv--iZd8RG-avOX_X6SP_Ts.jDbKFSJrG4FljZSp5kLiOt5lJliN14ajnaH2XRY_A70&dib_tag=se&keywords=Jake+Schogger+Commercial+Law+Handbook&qid=1748529754&sprefix=jake+schogger+commercial+law+handbook%2Caps%2C179&sr=8-1']Jake Schogger’s Commercial Law Handbook[/URL][I]. [/I]It's not too expensive and I found the chapter on M&A helpful in breaking down the process in a really clear way. Apart from any specific resource, I think you'll mainly want to focus on understanding the [I]key commercial considerations[/I] in a deal: Why might a company want to acquire another? How do synergies, risk, culture, and branding affect integration? Just note that you don’t need to memorise any legal rules or anything, but it helps to consider the issues your client would care about most in a pre and post-merger context. Think of the key risks that typically come up in many M&A contexts. These include: [B]Operational Risk: [/B]These are practical challenges that could affect how the merged business runs day to day. Incompatibility between supply chains and logistics; challenges in integrating differing business models or customer bases; etc. [B]Managerial/Cultural Risk: [/B]This is often underestimated in group tasks but can still be important, depending on the scenario you're given. Under this umbrella, you'll want to think about cultural clashes between management teams (e.g. formal vs startup cultures); fifferences in governance or decision-making styles; and even dissatisfaction or misalignment between companies. [B]Financial Risk: [/B]Here, you'll want to focus on the cost and financing of the deal, including whether there is a risk of potentially overpaying for the target company (e.g. inflated valuation or poor due diligence); taking on too much debt to fund the acquisition; or underestimating integration costs or future liabilities (e.g. litigation). [B]Strategic/Market Risk: [/B]This overlaps with commercial awareness and thinking about the long-term success, but it includes things like whether there is a poor strategic fit between buyer and target (e.g. unrelated sectors) and risk of brand dilution post-acquisition; [B]Legal/Regulatory Risk: [/B]This may come up depending on the scenario, but definitely may want to show that you understand the relevance of things like antitrust/competition clearance; employment or data protection issues; tax issues; and general cross-border regulatory hurdles in international deals. If possible, I'd also have a think about why a buyer might choose to purchase a company via a sale of assets vs a sale of shares. You may also want to think about the differences between why a buyer may choose to merge with vs acquire a company as a subsidiary. Happy to chat more if helpful and best of luck with your AC! [/QUOTE]
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