Electives

M&A

Dr. Nils Krause (International Mergers and Acquisitions), JProf. Dr. Nicole Gottschalck (The Human Side of Post-Merger Integration)

International Mergers and Acquisitions

This course covers all relevant steps in the mergers and acquisition process from preliminary agreements such as the letter of intent to post-closing and integration issues. Other specific subjects covered are due diligence process, negotiating share purchase agreements and hostile takeovers, including defense measures and specialties of distressed M&A transactions. Students are exposed to the most important elements of a typical M&A transaction, including relevant contractual provisions. The course takes an interactive, practical approach to the topic and centers on hypothetical M&A scenarios. These scenarios are used to illustrate the legal and practical context in which mergers and takeovers take place. Throughout the course, students are asked to address these topics from the perspective of the various players in an M&A process (e.g. by negotiating a letter of intent or a share purchase agreement).

The Human Side of Post-Merger Integration

In today's globalized business landscape, organizations of all types and sizes are experiencing significant changes in their competitive environments. To capitalize on new opportunities and adapt to these shifts, many companies undergo organizational restructuring and operational transformations. The rise of distributed global firms, which tap into internal and external resources worldwide, has blurred traditional organizational boundaries. One strategic approach to foster the transition towards a more globalized firm is through mergers and acquisitions (M&A), leveraging local and global entities to enhance competitiveness and acquire essential resources.

This course focuses on the human aspect of the post-merger integration process and the associated challenges that arise at the employee level. We explore how changes and the implementation of mergers or acquisitions affect individuals within the organization. Managerial and operational aspects will be central to our discussions, i.e., this course emphasizes the organizational behavior dimension of post-merger integration.

Corporate Governance & Compliance

Prof. Dr. Carsten Jungmann (Legal Aspects of Corporate Governance), Sybille Weingart (Compliance)

Legal Aspects of Corporate Governance

Corporate governance questions typically arise when a business is getting more mature, is constantly growing and/or is becoming more and more characterized by a rather dispersed ownership. In all these cases, the (executive) directors’ fiduciary duties as well as the tasks and rights of those controlling the management (non-executive directors, members of the supervisory board, shareholders) are gaining importance. 

The course will focus on corporate governance in (listed) stock corporations and will deal in detail with the German and also the UK Corporate Governance Code. Major issues discussed range from the monitoring role of individual and institutional shareholders, legal rules concerning the transparency of the corporation, liability of the management, the business judgment rule and the legal framework for direct and derivative suits to the role of the auditors of the corporation and the rights and duties of the supervisory board. 

As corporate governance today must be seen in a comparative context, recent international trends will be taken into account. The reading material will contain a number of European and US case studies as prominent examples of corporate failures.

Compliance

The course focuses on various aspects of the application of compliance management system elements in day-to-day business.

In particular the focus lies on:

1. Values-based compliance
2. Integration of various management systems
3. Effective code of conduct
4. Compliance training
5. Compliance in the context of Corporate Social Responsibility (CSR) / Environmental, Social, Governance (ESG)
6. Whistleblowing – dealing with reports in practice
7. Compliance incidents, audits and follow-up

and other selected topics.

Entrepreneurship and Innovation Management

Prof. Dr. Peter Witt (Corporate Entrepreneurship and Innovation Management), Prof. Dr. Christina Günther (Social Entrepreneurship & Social Innovation), Estefano Martinez (Startups and Venture Capital)

Corporate Entrepreneurship and Innovation Management

The course deals with innovation management in established enterprises. Depending on their innovation strategy, companies can decide to engage in own research and development activities (R&D), cooperate with external parties or acquire equity stakes in innovative start-ups (corporate venturing). Participants learn how to manage innovation processes in different institutional settings, from the idea generation phase and the phase of technical realization up to the challenges of commercializing new products or services. The course also investigates how managers can monitor and steer innovation processes, how they can overcome resistance against innovations, and how to ensure an innovation culture throughout their organizations.

Social Entrepreneurship & Social Innovation

Social entrepreneurship is characterized by individuals, groups or enterprises who use entrepreneurial principles to change society for the better. It has become a relevant alternative to government policies and interventions for dealing with the society’s most pressing social problems, such as poverty, illiteracy, environmental issues, and access to healthcare. Today, social enterprises can be found around the globe using a variety of organizational structures and strategies ranging from non-profit organizations to commercial solutions.

In this course participants will learn about the general idea of social entrepreneurship and how it differs from conventional commercial enterprises. Moreover, tools will be introduced to recognize social opportunities and how to assess their potential. The role of strategic planning and resource mobilization will be discussed as well as strategies to scale social value. Finally, participants will learn how to measure the impact of social entrepreneurship. This course combines theoretical concepts with real-life cases. We will strongly benefit from the international background of the course participants and learn about social entrepreneurship in different countries and the varying or similar approaches to address societal challenges across the globe.

Startups and Venture Capital

The main focus of this course is to provide a practical approach to legal and business advice for startups, with a particular focus on how startups raise capital. This course will trace the startup process from initial formation of a new venture, to seed funding through convertible instruments such as SAFEs and convertible notes, to raising venture capital from institutional investors through the sale of equity. Students will examine each step in the process from the perspective of the company, founders, and investors, bringing together legal and business theories in order to solve practical issues faced by each party. This class is ideal for students who have an interest in founding, financing, or otherwise working with startups.

READ ABOUT AN EXCURSION TO A SOCIAL FASHION COMPANY

Logistics & Supply Chain Management

Prof. Dr. Stephan Wagner (Logistics & SCM), Prof. Dr. Karsten Thorn (Legal issues of supply and distribution (chains))

Logistics & SCM

Today’s businesses are highly outsourced, therefore, the management of the “extended enterprise” and value creation outside of the firm boundaries have become increasingly important. The COVID-19 pandemic, supply chain disruptions and worldwide shortages of supplies, or the increasing cost due to inflation have put a spotlight on the criticality of resilient and efficient supply chains. The overall objective of the elective “Logistics and Supply Chain Management” is to familiarize students with fundamental concepts and recent developments relevant to the management of value chains in a globalized world. Among others, students will obtain the ability to answer questions such as: What to do internally, what to outsource? How to set up sourcing relationships? How to set up supply chains? How to distribute products to customers? How to utilize intermediaries such as logistics service firms to operate supply chains? The elective "Logistics and Supply Chain Management" covers the following broad areas:

• Supply Chain Strategy, Design and Digitalization
• Purchasing & Supply Management

Legal issues of supply and distribution (chains)

The course will take a practical course and deal with problems lawyers may face when drafting supply or distribution agreements. In this context, the course will also introduce the typology of such contracts, the main differentiation being the one between short-term relationships such as a sales contract and long-term relationships such as supply or distribution agreements. The issues covered encompass the applicable law including international conventions and trade terms, the obligations of the parties under the contract, the treatment of intellectual property rights, data and business secrets, the liability of the parties, the reasons for the termination of the contract, continuing obligations of the parties after the termination of the agreement and mechanisms for dispute settlement. Special attention will be paid to the potential influence of external legal rules on the contractual relationship between the parties such as product liability, the protection of human rights or the protection of weaker business parties and consumers.

With regard to sales contracts the CISG and INCOTERMS will serve as a pattern while with regard to long-term relations the course will cover supply agreements, dealership agreements, agency agreements and franchise agreements. In this context, the course will also deal with commercial instruments, legal hostages and mandatory rules protecting weaker business parties.

Read about Logistics and SCM 2023

READ ABOUT LOGISTICS AND SCM 2020