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Corporate Acquisitions and Mergers in the United States



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Derived from Kluwer’s multi-volume Corporate Acquisitions and Mergers, the largest and most detailed database of M&A know-how available anywhere in the world, this work by a highly experienced partner at the leading international law firm Sidley Austin LLP provides a concise, practical analysis of current law and practice relating to mergers and acquisitions of public and private companies in the United States. The book offers a clear explanation of each step in the acquisition process from the perspectives of both the purchaser and the seller. Key areas covered include: structuring the transaction; due diligence; contractual protection; consideration; and the impact of applicable company, competition, tax, intellectual property, environmental and data protection law on the acquisition process.

Corporate Acquisitions and Mergers is an invaluable guide for both legal practitioners and business executives seeking a comprehensive yet practical analysis of mergers and acquisitions in the United States.

Equivalent analyses of M&A law and practice in some 50 other jurisdictions, all contributed by leading law firms, are accessible on-line at under Corporate Acquisitions and Mergers.

Publish Date 03/27/2018
Publish Frequency As Needed
Product Line Kluwer Law International
ISBN 9789403500805
SKU 10064409-0001
Table of Contents

Overview of Transaction Structure, Issues and Documentation

Form of Acquisition

Form of Consideration

Acquisition Vehicle

Takeover Contests for Public Companies

Using Securities to Pay for Acquisition

Acquisition Financing

General Tax Considerations

Antitrust and Other Regulatory Approvals

Intellectual Property


Employee Benefit Plans

Contracts with Management and Employees

Documenting the Deal

Acquisitions of Public Companies

Structuring Issues

Advantages and Disadvantages of Using Securities to Pay for the Acquisition

Leaving in Public Minorities

Securities Regulations

Tender Offers

Legal Duties of Target’s Board in Acquisitions

Protecting the Deal from Other Bidders

What if the Acquirer Does Not Want to Close the Deal?

Public Disclosures and Press Announcements

Hostile Acquisitions

Likelihood of Litigation

Securities Offerings in the United States by Foreign Issuers

Registration and Other U.S. Legal Requirements

The Registration Process

Disclosure in Registered Public Offerings and Ongoing Reporting Obligations

Listing on a National Securities Exchange.

Exemptions from U.S. Securities Laws

Regulation S

Cross-Border Rights Offerings, Exchange Offers and Business Combinations

Annex A: Sarbanes-Oxley Act of 2002

Tax Considerations

Buyer and Seller Objectives

Asset Acquisition

Stock Acquisition

Tax-Free Acquisitions

Post-acquisition U.S. Federal Income Taxation of Foreign Investor

Effectively Connected Income

Branch Profits Tax

Treaty Modifications

State Taxation

Foreign Investment in U.S. Real Property (FIRPTA)

Taxation of Foreign Operations

Transfer Pricing

U.S. Antitrust and Merger Control Laws An Overview of U.S. Antitrust Laws

Merger Review by the Antitrust Enforcement Agencies

Applicability of the Hart-Scott-Rodino Act

Transactions Exempt from the HSR Act Content of an HSR Filing

The Premerger Waiting Period

HSR Act Compliance