Business Planning for Mergers and Acquisitions: Corporate, Securities, Tax, Antitrust, International, and Related M&A Issues, Third Edition / Edition 3

Hardcover (Print)

Overview

The practice of mergers and acquisitions (M&A) is one of the most challenging areas of the law, and this book is designed to help the reader gain both a practical and theoretical understanding of many of the legal problems a business lawyer will likely encounter in practice when working on M&A deals. The book integrates the discussion of major legal considerations encountered in M&A transactions, including corporate law, securities law, tax law, and antitrust law. The book also focuses on modern valuation principles and on accounting considerations. Separate chapters address international M&A and M&A in the following industries: telcom; media and entertainment; banking and financial institutions; and public utilities. The book also addresses issues that can arise in structuring a joint venture or other strategic alliance, which may be used as an alternative to M&A.
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Product Details

  • ISBN-13: 9781594602351
  • Publisher: Carolina Academic Press
  • Publication date: 1/14/2008
  • Series: Carolina Academic Press Law Casebook Series
  • Edition description: New Edition
  • Edition number: 3
  • Pages: 1354
  • Product dimensions: 7.30 (w) x 10.30 (h) x 2.10 (d)

Meet the Author

Samuel C. Thompson, Jr. is the Arthur Weiss Distinguished Faculty Scholar, Professor of Law, and Director, Penn State's Center for the Study of Mergers & Acquisitions.
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Table of Contents

Table of Cases
Preface to the Second Edition
Preface to the First Edition
Acknowledgments
Ch. 1 Introduction 3
Ch. 2 Directors' Duties in Mergers and Acquisitions 31
Ch. 3 Basic Rules Regarding the Right to Vote and Dissent in Mergers, Compulsory Share Exchanges, and Asset Acquisitions 143
Ch. 4 Introduction to Securities Regulation 231
Ch. 5 Introduction to the Tax Aspects of Mergers and Acquisitions 285
Ch. 6 Introduction to Accounting for Mergers and Acquisitions 315
Ch. 7 Modern Valuation Techniques in Mergers and Acquisitions 345
Ch. 8 Introduction to Antitrust Law Aspects of Mergers and Acquisitions 407
Ch. 9 Hart-Scott-Rodino Premerger Notification 549
Ch. 10 Confidentiality Agreements and Letters of Intent 583
Ch. 11 Acquisition of Stock of Closely-Held Corporation 595
Ch. 12 Acquisition of Assets of Closely-Held Corporation 627
Ch. 13 Acquisition of a Publicly-Held Target in a Negotiated Merger 645
Ch. 14 Special Problems in Leveraged and Management Buyouts 717
Ch. 15 Drafting Stock Purchase Agreements, Asset Acquisition Agreements, and Merger Agreements 767
Ch. 16 Proxy Contests 801
Ch. 17 Introduction to the Williams Act 825
Ch. 18 Regulation of Open Market Purchases 835
Ch. 19 Definition of Tender Offer 853
Ch. 20 Third Party Tender Offers: The SEC's Rules Under Sections 14(d) and (e) 869
Ch. 21 SEC's Rules on Tender Offers by Issuers 943
Ch. 22 State Regulation of Tender Offers 949
Ch. 23 Target's Defensive Actions 977
Ch. 24 Second Step and Freezeout Mergers 1049
Ch. 25 Spinoffs 1079
Ch. 26 International Acquisitions 1091
Ch. 27 Acquisitions of Banks and Bank Holding Companies: Impact of the New Financial Holding Company 1201
Ch. 28 Introduction to Issues in Telecommunications Mergers and Acquisitions 1251
Ch. 29 Introduction to Joint Ventures and Strategies Alliances: An Alternative to Merger 1311
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