International Mergers, Acquisitions and Alliances 1.- Introduction a) The market: sectors, actors and interests. b) Conflicts of interest in M&A transactions. c) Types of transaction: share deal, asset deal, joint venture 2.- Preliminary stage a) Preliminary dealings: documentation and legal significance, competitive and non-competitive processes. b) Due diligence: data room, questionnaire, reliance/non-reliance letter 3.- Transactional process a) Financial perspective and valuation. b) Accounting and tax considerations. c) Investment agreement. Structure and clauses: Representations & Warranties, Indemnities, Conditions, Price Adjustments. d) Shareholders¿ agreement. Structure and clauses. e) Corporate aspects of M&A. Decision-making, conflicts and checks-and-balances in modifications of articles of incorporation and bylaws, share issuance, mergers and spin-offs. 4.- Acquisition of assets and joint-ventures a) Asset deals. Contractual, accounting and tax considerations. b) Joint ventures. Contractual specialties.

TEACHING ACTIVITIES BY MATTER AF1 Lecture AF2 Practice/Case AF3 Lecture-plus-practice AF6 Group work AF7 Students individual work TEACHING METHODOLOGIES BY MATTER MD1: Lecture in class by the professor aided by computer and audiovisual tools, in which the course¿s main concepts will be developed, and the main literature will be provided. MD2: Critical reading of the texts recommended by the course¿s professor: press articles, reports, manuals and/or academic articles, for their discussion in class, or to expand and consolidate the lessons of the course. MD3: Resolution of cases, problems, etc, provided by the professor, individually or in group. MD4: Exposition and discussion in class, moderated by the professor, on topics regarding the contents of the course, as well as practical cases. MD5: Making of Works and reports individually or in group. TUTORING: Students will have access to tutorials with the person responsible for coordinating the subject. With the tutoring it is intended to organize the teaching and learning processes that are based on the interaction between the student and the teacher in order to: (i) Guide the autonomous and group work of the students (ii) Deepen in different aspects of the subject (iii) Guide the academic and comprehensive training of the student. The tutorials will take place at the time and under the conditions determined by the teacher in Aula Global.