Business Planning for Mergers and Acquisitions
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 merger and acquisition deals.
The book is divided into four parts. Part I discusses basic legal concepts that impact mergers and acquisitions, such as corporate law rules, federal securities laws, accounting treatment, antitrust analysis, pre-merger notification, and valuation of targets through the use of modern valuation techniques.
Part II focuses on several different types of negotiated transactions, including stock and asset acquisitions of closely-held corporations; mergers of publicly held corporations; the structuring of LBOs; and the drafting of acquisition agreements.
Part III focuses on hostile transactions, including proxy contests, the regulation of open market purchases and tender offers under the Williams Act, defensive tactics, and freezeout mergers.
Part IV focuses on special topics, including separate chapters on spinoffs, cross-border acquisitions, and bank acquisitions. Part IV also contains two chapters that are new with this second edition. The first addresses some of the unique issues facing the Federal Communications Commission in dealing with mergers and acquisitions in the exploding telecommunications industry. The second deals with various issues that can arise in structuring a joint venture or other strategic alliance, which may be used as an alternative to a merger or acquisition.
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Acquisition of a PubliclyHeld Target in
Directors Duties in Mergers and Acquisitions
Basic Rules Regarding the Right to Vote and Dissent
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