Master 2025/2026

Project Seminar "Mergers and Acquisitions in Private International Law"

Type: Compulsory course (Business Lawyer)

Delivered by: School of Legal Regulation of Business

When: 2 year, 2 module

Open to: students of all HSE University campuses

Instructors: Кроль Константин Ильич

Language: English

Course Syllabus

Abstract

Academic course Project seminar “Mergers and Acquisitions transactions (M&A) in Private International Law” is devoted to advanced studies of contemporary matters of theory and practice of mergers, acquisitions and JV transactions in private international law. Mergers and acquisitions (M&A) and joint ventures (JVs) are the driving force of business development and growth of any market economy. These transactions are subject to complex legal regulation and are performed in the context of sophisticated and well-established market practice. The aim of the Course is to, inter alia:- familiarize the students with the main trends in structuring, negotiating and documenting M&A (mergers and acquisitions) and JV (joint venture) transactions in the international practice and in the Russian market;- familiarize the students with the structure of the standard market legal documentation documenting the M&A and JV transactions, the main legal concepts (e.g., warranties, indemnities, disclosure, conditions precedent/subsequent, closing) and common provisions as well as the relevant legal vocabulary and market “jargon”;- discuss and compare the advantages and disadvantages of structuring M&A and JV transactions under Russian law as compared to English law (English law being a predominant choice of law for most of the cross-border M&A and JV transactions);- focus on the development of contemporary Russian civil and corporate law with the emphasis on recently introduced concepts traditional to English law;- discuss the applicability of the anti-monopoly regulations, strategic industries regulations and other related laws and regulations in the context of the M&A and JV transactions; and- discuss the available choices for dispute resolution in connection with the M&A and JV translations. The course will also analyse the main international treaties applicable to the relevant transactions (e.g., the New York Convention of 1958 on the Recognition and Enforcement of Foreign Arbitral Awards), some of the national legislative acts and foreign and domestic court judgments. Thus, the course will include elements of private international law and comparative law. Besides, it will also contain elements of international law – to the extent it relates to the implementation of cross-border M&A and JV transactions. The course provides for the active participation of students in seminars, writing an essay and an exam in the form of a business game. There are no blocking elements of control. The course requires the students to have basic knowledge of law, sufficient level of English (to read legal sources, write essays and participate in class discussions), as well as other skills acquired during their studies at the university. Additional background in civil law, private international law and international procedure is welcome, although not mandatory for the course.