Not opened to students who have taken or are taking Financial Accounting (1) FNA1002; (2) FNA1002E; (3) FNA1002X; (4) ACC1002X; ACC1002X

NOTE:The following students are not permitted to enrol in this module: those who have completed, or who intend in the current or a future semester to subscribe for, modules relating to finance or accounting offered in other universities or faculties in NUS (2) those who are graduates of, or are currently enrolled in other programmes leading to professional qualifications in, accountancy or finance.

The course will begin with an evaluation of the business rationale for M&A and a discussion of the various types of transactions and related terminology. The regulatory issues surrounding these transactions will be analysed through an examination of the applicable laws and regulations. While the law in Singapore would be considered as the frame of reference, the course will contain an international comparative perspective including comparisons with the position in the U.K. and the U.S. While corporate and securities law issues form the thrust, incidental reference will be made to accounting, tax and competition law considerations. Finally, the transactional perspective will consider various structuring matters, planning aspects, transaction costs and impact on various stakeholders.

This course will provide a practitioner's perspective on the bread and butter of any transactional practice: mergers and acquisitions (M&A) of non-listed, private companies. It will deal with the structuring of an M&A transaction (the what and why) and provide an overview of the legal basis underlying aspects of documentation (the why and how of documentation).

Many new graduates seem to be unable to see the wood for the trees. They arrive as trainees, with a reasonable grounding in the law, but an inability to apply it to real life situations. The practicalities elude them and they seem to want to follow templates without much understanding of the transaction. This course will attempt to give them a working knowledge of the issues to be considered in structuring a transaction. It will also cover the main features of standard documentation (bearing in mind that there is a discernible industry-standard set of documentation in common law countries) to explain why documents are drafted the way they are.

The course is taught interactively with emphasis on class discussion and collaborative problem solving. PLEASE BE WARNED: This is a fast paced class that requires active participation, drawing on concepts taught in the first 2 year of law school. Content is heavy and the final exam is challenging.

This course will be useful for those who want to practise corporate or tax law.

Topics covered include:
- the Singapore corporate tax, GST and stamp duty implications of (a) related party transactions; (b) restructurings and; (c) M&As
- structuring techniques to increase tax efficiency in each of these situations
- selected US corporate tax rules (since the tax consequences of a foreign country will have to be analysed)
- how structuring strategies may be challenged with rules/proposed rules addressing treaty shopping, debt-equity and entity classification hybridity, and other tax arbitrage opportunities