 Good morning, I'm Gavin Beget and I'll be teaching the International Merge Control Module in the Lent Term. Just a little bit about the faculty for the course, I've been practising a competition law with a heavy emphasis on a virtual control and an international law firm for the last 20 or so years and I've now just been a pointy bill so I'm also a member of the UK Competition Commission. I'll be joined by Bill Allam, who has also had an extra decade on me. I think he's had over 30 years of experience and actually is widely recognised probably as one of the leading competition lawyers in the UK and he is now also a member of the Competition Appeal Tribunal in the UK and also teaches the competition at a land here in Cambridge as well. We'll be joined by Albertina, who I'll allow briefly to introduce herself. My name is Albertina, I'm a university senior lecturer and I'm a graduate of studies in law and then a fellow girl from college I've been in Cambridge since I was a PhD student and I've been teaching in the faculty since 1997 and I've been teaching consistently in the LL competition law course since 1999. I'm also been delighted to have the opportunity now to become a wall with the MCL and to work alongside Mr Allam. In the competition course in the LL, for those of you who will attend the subject forum tomorrow, there is one part of the syllabus that deals with larger control that that's made in with an EU sort of spongy whereas this course, as Mr Allam will tell you in a moment, has much more to compare to that version. So I look forward very much to seeing the course in the LL. Thank you. So between us, we hope to give you a good balance between academic rigor and the law behind merger control but also an insight into the practice of merger control. I think merger control is particularly a subject where a practitioner perspective can give you a real insight into how places are actually conducted. So what is merger control? What are we talking about? It's talking about transactions when you're doing corporate transactions, the need that certain transactions will need to obtain clearance from the competition authorities and we'll be focusing in particular on international transactions, international M&M and global deals and more and more we're finding that competition authorities are interviewing. When I first started out down the road of competition law 25 years ago, competition law was perhaps a little bit more of a technical area, wasn't quite so well. Now it is right at the forefront of corporate transactions. I think CEOs, senior partners, finance directors are really focused on merger control. If they're doing a transaction, particularly if they're doing a global deal, they want to make sure that they can get that deal through and it's not just a process issue. Processes are very important and we'll be talking about getting those processes right but actually, substantively, the deal can end up on the box if you don't get it right. Even this year alone, I mean, pretty unusually, the European Commission has already prohibited at least three major transactions. So taking example, the Deutsche Bursa proposed merger with the New York Stock Exchange was prohibited by the European Commission and that means that all that energy and resource in putting that deal together was completely lost because the competition authorities stepped in and prohibited. We also saw the UPST-18 merger prohibited and Ryanair tried for the third time to buy a new bus. First time it was blocked, the second time it drew its tent and the third time it got blocked again. I think Michael O'Leary, the Chief Executive of Ryanair, might have now got the message but no doubt that a lot of employers are making quite a lot of money on Ryanair's attacks to big for our business but anyway it's been prohibited now pretty much for the third time. But actually there being, if you see your roles as corporate transaction lawyers, getting about what and making sure that client is aware of the risk and then manage the risk successfully both in terms of the corporate documentation but also in terms of managing that antitrust process, the competition process and understanding how best to maximise the chance of success through that process is critical for the success of the successful transaction. Now I think it's a fascinating area, I'm passionate about it and hopefully I can share some of that passion with you. One of the reasons I'm passionate about it is although there's a lot of rule and there's plenty of cases, a lot of it's administrative law so it's created by decision making by administrative bodies rather than by courts we'll be looking at some court cases but actually there are fewer court cases in this area probably than in many other areas you might study but it also gives you a window onto some other disciplines such as economics and government affairs, so I'm no economist I have no formal training as an economist but I deal with economists all the time and actually understand it because when you're reviewing transactions and trying to work out which transaction gives rise to a competition issue and which doesn't, economics provides you with the framework within which to analyse that and don't worry, I'm not going to ask any of you to become economists and I can hardly do that because I'm certainly not one but actually understanding some of the tools that economists use is really critical and actually it's really quite fun, I really enjoy understanding some of those principles of macroeconomics and industrial organisation which actually influence the way competition policy is developed and applied and I do think that's interesting the other area that is interesting is understanding the political influences that inform some of the decisions in an ideal world your competition authority would be completely immune from political influence and in some countries it is more immune than others in other countries it is heavily influenced by political and policy developments in a wider field and understanding those influences is also really interesting we're certainly not going to become lobbyists and public affairs consultants but actually understanding how those influences can shape decisionally in the area is also I think a really interesting and fascinating aspect of this area of law so in terms of the focus of the course it is very much an international course as Albertina said we really will be focusing on global transactions and the application of merchant control rules around the world however in order to move you would just try and deal with however many countries around the world it would be a pretty shallow course because you just touch on one country and then move on to another and really never get to any depth so we will focus on European merchant control and in a way use that as the starting point we will be trying to understand merchant control and policy in depth and we will use that as our favourite but throughout we will be using international compulsive and also if we think about one of the three major jurisdictions in the world four or five years ago there were two major jurisdictions in the world from merchant control the US and Europe and we will therefore also be covering the US and so a new human partner will actually come over from one of the lectures to actually give you some first hand insight into the way merchant control is applied in the US but actually over the last few years another jurisdiction has developed a sort of the third global channel and that's China and so we will also have one lecture which will be focused on China and we will be looking comparatively at the US and China and other countries around the world as we analyse and look at European law and I will actually deal and deliver the Chinese aspect myself as it happens I've been leading the China competition practice at my law firm over the last four or five years and going up to China I feel four times a year over that period so fortunately I'm in a position to give you some insights directly on myself as a child and I think if you ask most people and we know most businesses which jurisdiction you're most worried about at the moment it will be China and I think it will have some very interesting and entertaining discussions around Chinese merchant control and its implications for any man around the world so there are also in terms of the structure of the course we will kick off with an introductory lecture on the competition or in the past perhaps as part of an undergraduate degree some may have come across in practice and the point of the introduction is to level the play for a little bit so you all understand the basics of competition policy and in fact you might ask some interesting questions about what is the point of competition policy, why does it exist why do we have these laws in the first place and this is one of the themes throughout the course if I was going to design a new competition law how will it look like, what would be the best features of a competition law and it's not just a purely philosophical academic question because there are countries around the world introducing a competition law everywhere so they are actually actively thinking about how do I best design a competition law and in particular a merchant control law so we will have that introduction then we will do about four lectures on merchant control starting off looking at jurisdiction where and when do we need to file to what extent from a practical perspective can we avoid filing other ways we can structure a transaction which means we don't have to file and I'm also looking at process and procedure which is as a transaction lawyer is fundamental. We'll then spend two lectures looking at actually how we review transactions and looking at some of those economic tools and which transactions are likely to give us competition issues we'll then turn attention to the US for one seminar China for another and then we'll wrap up at the end we'll do some consolidation but also we'll talk about how you actually as a corporate lawyer how you can manage the entity trust risk that is so worrying the chief executive and the general counsel on how you can manage that as a documentation or how you can put all the risk onto the other party doing a transaction and throughout we will try to use case studies there's a lot of global transactions that we can use as case studies some of which would have been involved with personally and can get under the skin of those transactions so hopefully there'll be a lot of interesting live work and case work we can do during the course the exam will take place at the end of the letter it will be closed book and we will be asking to do three questions out of five or more or something around that in two hours although we assure you that although you can bring a card to the exam you won't need it Any questions?