Mergers and Takeovers in the UK and USA: Law and Practice

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Overview

A detailed and authoritative practitioner work on mergers and acquisitions of companies in the US and UK, this will be an important reference for lawyers on both sides of the Atlantic (including all major companies with dealings in those jurisdictions). It covers law and practice in the US and UK in equal detail: the US chapters cover both federal and key state regulatory regimes; UK chapters include coverage of the City Code and developments in the European Union. The author combines a strong academic background with extensive experience as a practicing lawyer with the US firm Shearman & Sterling, one of the top mergers and acquisitions firms in the world.

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Product Details

  • ISBN-13: 9780198260516
  • Publisher: Oxford University Press, USA
  • Publication date: 5/1/2004
  • Pages: 888
  • Product dimensions: 9.80 (w) x 6.70 (h) x 2.00 (d)

Meet the Author

Dr. Stephen Kenyon-Slade is a Director of Marint Limited, a private equity investment firm based in Monaco. He previously practised in the New York and London offices of the mergers and acquisitions group of Shearman & Sterling, one of the world's foremost corporate law firms. Prior to joining Shearman & Sterling, Dr Kenyon-Slade was a Fellow and Lecturer at Selwyn College, Cambridge University, where he taught UK company law and European Union law. He graduated with a PhD degree in Law from Cambridge University in 1991, and is a member of the New York Bar.

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Table of Contents

Tables of Cases
Tables of Primary and Secondary Legislation
1 Merger and Tender Office Structures in the US 3
2 The US Federal Regulatory Structure 87
3 US State Anti-takeover Statutes 169
4 Fiduciary Duties in US Corporate Takeovers: The Business Judgment Rule, the Unocal Test, and the Revlon Auction Duty 211
5 Defensive Measures Against Corporate Takeovers 311
6 Proxy Contests and Written Consent Solicitations in the US 427
7 The Framework of UK Takeover Regulation 495
8 Stakebuilding Below the 30% 'Control' Threshold; the 'SARs' and Partial Offers; Statutory Schemes of Arrangement and Compulsory Acquisitions of Minority Shares 555
9 The Regulation of Takeovers under the City Code 593
10 Defensive Measures in UK Takeovers 693
11 Cross Border Mergers and Takeovers in the UK and the US 743
Appendix 771
Index 775
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