Mergers and Acquisitions: Cases, Materials, and Problems / Edition 1

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To help your students 'hit the ground running' in a transactional M&A practice, adopt this concise and student-friendly casebook for your next course in Mergers and Acquisitions. Accessible and practical, Mergers & Acquisitions: Cases and Materials concentrates on developing the skills and substantive knowledge your students need for their future practice.

This new casebook has a real-world focus:

  • includes cases, references to state and federal statutes, and plenty of problems
  • the skills-based approach covers M&A transactions in the context of both Main Street and Wall Street
  • emphasizes the ethical responsibilities of both lawyers and corporate managers who are responsible for implementing acquisition transactions
  • the text underscores the importance of modern fiduciary duty law, and builds up to the topic in the latter part of the book

Mergers & Aqusitions: Cases and Materials is carefully constructed for efficient teaching and effective learning:

  • notes in the Appendix demonstrate the vital importance of understanding where the money (or whatever serves as the acquisition consideration) is going
  • diagrams in the Appendix are repeatedly referred to throughout the text for the convenience of both students and instructors
  • comprehensive Teacher's Manual includes alternative approaches to teaching, suggestions for shortening reading assignments, topics to be deleted for shorter courses, sample syllabi, and detailed analysis and answers for all the problems in the casebook
  • additional teaching materials are available that include PowerPoint slides of all the diagrams in the Appendix additional diagrams for the cases, answers to all problems and questions in the casebook, updates to related materials, and suggestions on how to integrate current events into class discussion
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Product Details

  • ISBN-13: 9780735549487
  • Publisher: Wolters Kluwer Law & Business
  • Publication date: 3/28/2005
  • Series: Casebook Series
  • Edition description: Older Edition
  • Edition number: 1
  • Pages: 874
  • Product dimensions: 7.40 (w) x 10.20 (h) x 1.60 (d)

Table of Contents

1 Introduction to business acquisitions 1
2 Corporate formalities : the mechanics of structuring acquisition transactions 35
3 Scope of successor liability : transferring the assets (and liabilities) of target co. to bidder co. 187
4 Selected federal securities law provisions that apply to negotiated business combinations 225
5 Negotiating and documenting the transaction 275
6 Federal regulation of stock purchases : tender offers and the Williams Act 361
7 Fiduciary duty law : the responsibilities of boards of directors, senior executive officers, and controlling shareholders 433
8 Tax, accounting, and anti-trust considerations related to mergers and acquisition transactions 699
App. A Diagrams of deal structures to be analyzed 713
App. B Pfizer/Pharmacia merger agreement 727
App. C Stock purchase agreement 777
App. D Letter of intent 847
App. E Due diligence checklist 851
App. F Closing checklist 857
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