Mergers and Acquisitions: Law and Finance

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Wolters Kluwer Law & Business, Feb 26, 2018 - Law - 696 pages

Offering up-to-date and rich, yet succinct, coverage with the perfect mix of theory and practice, Mergers and Acquisitions: Law and Finance, Third Edition equips students with the legal rules and economic and financial principles they will need to help clients make key strategic choices during an acquisition.

Key Features:

  • Cases and materials illustrating Delaware’s embrace of private ordering to minimize judicial review in cash out mergers and other contexts (the M&F Worldwide case and related cases such as In re Volcano Corp.)
  • Twenty-first century changes to the classical “enhanced scrutiny” review of Unocal, Revlon, and Blasius (the Air Gas decision and Chancellor Chandler’s presentation of the 30-year evolution of Delaware law)
  • New presentation of insider trading law that emphasizes its application in a merger context (the U.S. v. Salman case and rearrangement of the material to lead with classical and misappropriation theories before applications like tippee and other theories extending liability
  • Materials on insider trading, poison pill, deal protection devices, activist shareholders, and more.
  • Clear text and charts that facilitate students’ grasp of the financial and legal choices available to planners considering an acquisition.
 

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Contents

B Macroeconomic Factors That Contributed to Merger Waves
3
FINANCIAL AND ECONOMIC INCENTIVES THAT
11
B Mergers and Other Acquisitions as a Decision Governed by Law
24
Judicial Limits on Private Planning to Avoid Particular Merger
35
Federal Law Affecting Deals
52
LEGAL SHAPING OF DEALS 23
64
THE BIDDERS APPROACH
67
REMAINING
97
B Valuation Techniques
380
Planning to Minimize Judicial Review
405
ShortForm Mergers
431
SALE OF CONTROL FOR A PREMIUM
447
DISCLOSURE AND LIMITS ON THE USE
479
or Antifraud Provisions Relating to Mergers
488
HIGHLY
515
State Intermediate Scrutiny
541

JUDICIAL REVIEW OF DEFENSIVE TACTICS
141
B Applying Unocal and Revlon The Two Paramounts
160
The Evolution of Unocal Deal Protection Devices
191
State AntiTakeover Statutes as Defensive Mechanisms
212
A CASE STUDY OF DEFENSIVE
227
B Judicial Review of Director Action to Implement or Continue
236
Evolution in the Poison Pill and Judicial Responses
282
IS A DEFENSE AFFECTING VOTING DIFFERENT?
297
FINANCE FOUNDATION FOR VALUATION
335
CASHOUT MERGERS
347
B Leveraged Recapitalizations
552
HIGHLY
555
ACTIVIST SHAREHOLDERS
559
INTERNATIONAL TRANSACTIONS
587
A Determining Which Law
588
Delaware General Corporation Law
597
Federal Statutes Regulations
631
Table of Cases
659
Copyright

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