| MATHEMATICS (TURKISH, PHD) | |||||
| PhD | TR-NQF-HE: Level 8 | QF-EHEA: Third Cycle | EQF-LLL: Level 8 | ||
| Course Code | Course Name | Semester | Theoretical | Practical | Credit | ECTS |
| THK5311 | Mergers, Acquisitions, Demergers and Corporate Groups | Fall | 3 | 0 | 3 | 8 |
| The course opens with the approval of the Department at the beginning of each semester |
| Language of instruction: | Tr |
| Type of course: | Departmental Elective |
| Course Level: | |
| Mode of Delivery: | Face to face |
| Course Coordinator : | Assoc. Prof. SEDA ÖKTEM ÇEVİK |
| Course Lecturer(s): |
Dr. Öğr. Üyesi AYŞE ŞAHİN |
| Course Objectives: | In this course, in the extent about its relation with mergers, acquisitions and fission of companies, basic concepts of contract law,company law, capital market law and competition law; mechanisms of capital market authority and competition authority about merger and acquisitions of companies, analyze of institutions specific to competition law and it's aimed to enlighten legal problems which arise in practice. |
|
The students who have succeeded in this course; I. Student can define basic concepts of contract law, company law, capital market law and competition law in the extent of mergers, acquisitions and fissions. II. He will recognize capital market authority and competition authority and solve the problems in practice . III. He can distinguish legal institutions specific to capital market and competition law applicable to mergers, acquisitions and fissions. IV. At the end of this course, student can explain legal institutions applicable to mergers, acquisitions and fissions. V. At the end of this course, student acquire the ability to use mechanisms related with mergers, acquisitions and fissions. |
| 1st week: Introduction to company mergers, acquisitions and fissions and basic concepts about subject 2nd week: Competition authority, Capital markets authority, permissions to obtain 3rd week: Phase of pre-negotiation, letter of intent and its binding force in Company mergers, acquisitions and fissions. 4th week: Phase of examination, "Due Diligence", its goal and application 5th week: Making of legal, financial and operational examination and price offer 6th week: Phase of negotiation, Share Deal, Conditions 7th week: Recapitulation 8th week: Midterms 9th week: Announcements and commitments of parties and results of breach of these 10th week: Contractual penalty clauses, non-competition clause and remedies to solve disagreements, Permissions of capital markets authority about amendments to the main agreement 11th week: commitment to share agreement, methods of increase of capital in Turkish law,privately and publicly held companies. 12th week: Shareholders agreement, its relation with main agreement, problems in practice, limitations and proposals for resolution. 13th week: Applicable law and remedies 14th week: securities and option contracts 15th week: recapitulation 16th week: Final exams |
| Week | Subject | Related Preparation | |
| 1) | Introduction to company mergers, acquisitions and fissions and basic concepts about subject | ||
| 2) | Competition authority, Capital markets authority, permissions to obtain | ||
| 3) | Phase of pre-negotiation, letter of intent and its binding force in Company mergers, acquisitions and fissions. | ||
| 4) | Phase of examination, "Due Diligence", its goal and application | ||
| 5) | Making of legal, financial and operational examination and price offer | ||
| 6) | Phase of negotiation, Share Deal, Conditions | ||
| 7) | Recapitulation | ||
| 8) | Midterms | ||
| 9) | Announcements and commitments of parties and results of breach of these | ||
| 10) | Contractual penalty clauses, non-competition clause and remedies to solve disagreements, Permissions of capital markets authority about amendments to the main agreement | ||
| 11) | commitment to share agreement, methods of increase of capital in Turkish law,privately and publicly held companies. | ||
| 12) | Shareholders agreement, its relation with main agreement, problems in practice, limitations and proposals for resolution. | ||
| 13) | Applicable law and remedies | ||
| 14) | securities and option contracts | ||
| 15) | recapitulation | ||
| 16) | Final exams | ||
| Course Notes: | Yok/None |
| References: | - ESİN, İsmail, LOKMANHEKİM, Tunç, Uygulamada Birleşme ve Devralmalar, Beta Yayınevi, İstanbul 2003. - ASLAN, Yılmaz, Rekabet Hukuku Dersleri, Ekin Yayınevi, 2010. - GÜVEN, Pelin, Türk Rekabet Hukuku ve Avrupa Birliği Rekabet Hukukunda Birleşme ve Devralmaların Denetlenmesi -ERDEM, Ercüment, Rekabet Hukuku ile İlgili Makaleler, Beta Yayınevi İstanbul 2007. |
| Semester Requirements | Number of Activities | Level of Contribution |
| Attendance | % 10 | |
| Laboratory | % 0 | |
| Application | % 0 | |
| Field Work | % 0 | |
| Special Course Internship (Work Placement) | % 0 | |
| Quizzes | % 0 | |
| Homework Assignments | % 30 | |
| Presentation | % 10 | |
| Project | % 0 | |
| Seminar | % 0 | |
| Midterms | 1 | % 10 |
| Preliminary Jury | % 0 | |
| Final | 1 | % 40 |
| Paper Submission | % 0 | |
| Jury | % 0 | |
| Bütünleme | % 0 | |
| Total | % 100 | |
| PERCENTAGE OF SEMESTER WORK | % 60 | |
| PERCENTAGE OF FINAL WORK | % 40 | |
| Total | % 100 | |
| Activities | Number of Activities | Workload | |
| Course Hours | 14 | 42 | |
| Laboratory | |||
| Application | |||
| Special Course Internship (Work Placement) | |||
| Field Work | |||
| Study Hours Out of Class | 16 | 80 | |
| Presentations / Seminar | |||
| Project | |||
| Homework Assignments | 14 | 42 | |
| Quizzes | 2 | 16 | |
| Preliminary Jury | |||
| Midterms | |||
| Paper Submission | |||
| Jury | |||
| Final | 2 | 20 | |
| Total Workload | 200 | ||
| No Effect | 1 Lowest | 2 Low | 3 Average | 4 High | 5 Highest |
| Program Outcomes | Level of Contribution |