Mergers and Acquisitions

Mergers and Acquisitions

by Stephen Bainbridge

Paperback(Older Edition)



This law school textbook is designed for advanced business law courses, such as Mergers & Acquisitions or Corporate Finance, with a primary emphasis on corporate and securities law issues. The text has a strong emphasis on the doctrinal issues taught in today's Mergers &$038; Acquisitions classes, and also places significant emphasis on an economic analysis of the major issues in such a course.

Product Details

ISBN-13: 9781587785795
Publisher: West Academic Publishing
Publication date: 08/01/2003
Series: University Textbook Ser.
Edition description: Older Edition
Pages: 454
Product dimensions: 6.50(w) x 9.90(h) x 0.80(d)

Table of Contents

IntroductionProvides an overview of the M&A field, with an emphasis on the business context of acquisitions Law and Economics An introduction to the basic tools of law and economics most useful for corporation law analysis, including transaction cost economics, agency costs, and the nexus of contracts theory of the firm Review of the Basics A review of basic corporation law principles, with special emphasis on those most relevant to M&A practice, including essential attributes of the corporation, sources of corporation law, a discussion of competitive federalism, and the business judgment rule Mergers Comparison of mergers and asset sales Triangular transactions De facto merger doctrine Appraisal and valuation in appraisal Disclosure of merger negotiations Drafting the acquisition agreement Ensuring exclusivity: Lockups, no shops, and related provisions Freeze-out mergers Proxy Contests Because proxy contests have become an important adjunct to unsolicited tender offers, especially where the target has a poison pill, coverage of the proxy rules seemed appropriate Tender Offers Overview of the tender offer process Williams Act regulations Litigation under the Williams Act Insider trading and tender offers Target Defenses Against Hostile Takeover Bids The arsenal of takeover defenses A critical review of the academic literature on takeover resistance Evolution of Delaware law Consideration of nonshareholder constituency interests State Takeover Statutes The first generation statutes and MITE The second generation statutes and CTS Interpreting CTS Amanda Acquisition versus the Delaware trilogy The third generation

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