Mergers and Acquisitions: Cases and Materials, Second Edition / Edition 2

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More About This Textbook


Mergers and Acquisitions: Cases and Materials, Second Edition is a concise, accessible, practical, and student-friendly presentation of everything law students need to know about mergers and acquisitions in order to hit the ground running in a transactional setting.

Using a real-world and skills-based approach, this classroom-tested casebook :

• covers M&A transactions in the context of Main Street as well as Wall Street
• includes cases, references to state and federal statutes, and numerous problems
• offers a highly accessible introduction and solid foundation for the materials in the first two chapters
• emphasizes the ethical responsibilities of both lawyers and corporate managers who are responsible for implementing acquisition transactions
underscores the importance of modern fiduciary duty law, building up to the topic in the latter part of the book
• includes a Comprehensive Teacher’s Manual with alternative approaches to teaching, suggestions for shortening reading assignments, suggested deletions to accommodate a two- or three-credit course, sample syllabi, and detailed analysis and answers for all problems in the casebook
• offers a comprehensive author-hosted website ( that provides PowerPoint slides of all diagrams included in the Appendix, discussion of how to use each slide, answers to all problems and questions in the casebook, updates and links to related materials, and suggestions on how to integrate current events into classroom discussion

The extensive appendices in this casebook offer a wide-range of value-added learning and teaching aids:

real-word documents illustrate M&A transactions and provide students with additional insights
• notes demonstrate the vital importance of understanding where the money (or whatever is to serve as the acquisition consideration) is going
Diagrams and Checklists offer students and instructors easy reference throughout the semester

The Second Edition has been thoroughly updated, and the editing of cases has been tightened. In addition, the author has added:

more note materials to help students put cases and developments into context, particularly in Chapter 2 and Chapter 7
• more in depth explanations of the problems
new case discussions including Vantagepoint Venture Partners 1996 v. Examen, Inc. and En re: Topps Company Shareholders’ Litigation
recent securities law and rule changes

Mergers and Acquisitions: Cases and Materials offers a proven casebook with manageable length, yet thorough coverage. Be sure to request a complimentary examination copy of this casebook before you teach your next M&A course!

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Product Details

  • ISBN-13: 9780735574847
  • Publisher: Wolters Kluwer Law & Business
  • Publication date: 12/12/2008
  • Edition description: Older Edition
  • Edition number: 2
  • Pages: 943
  • Product dimensions: 7.30 (w) x 10.20 (h) x 1.90 (d)

Table of Contents

Chapter 1. Introduction to Business Acquisitions
Chapter 2. Corporate Formalities: The Mechanics of Structuring Acquisition Transactions
Chapter 3. Scope of Successor Liability: Transferring the Assets (and Liabilities) of Target Corp. to Bidder Corp.
Chapter 4. Selected Federal Securities Law Provisions that Apply to Negotiated Business Combinations
Chapter 5. Negotiating and Documenting the Transaction
Chapter 6. Federal Regulation of Stock Purchases: Tender Offers and the Williams Act
Chapter 7. Fiduciary Duty Law: The Responsibilities of Boards of Directors, Senior Executive Officers and Controlling Shareholders
Chapter 8. Tax, Accounting and Anti-Trust Concerns that Impact Mergers and Acquisition Transactions

Appendix A: Diagrams of Deal Structures to be Analyzed
Appendix B: Pfizer/Pharmacia Merger Agreement
Appendix C: Selected Provisions of California Corporations Code – Reorganizations
Appendix D: Joint Proxy Statement (Form S-4) – Pfizer/Pharmacia Merger
Appendix E: Stock Purchase Agreement – Galaxy’s Acquisition of Trekker (Planning Problem – Chapter 6)
Appendix F: Letter of Intent
Appendix G: Due Diligence Checklist
Appendix H: Closing Checklist

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