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Takeover Defense: Mergers and Acquisitions, Eighth Edition

Takeover Defense: Mergers and Acquisitions, Eighth Edition

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Looseleaf
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Overview

Takeover Defense, Mergers and Acquisitions is the must-have resource for attorneys representing any target—or potential target—of takeover activities. Written by leading attorneys who have represented parties and advisors in numerous major, complex takeovers, it remains the most comprehensive treatise on the law and practice of takeover defense and mergers and acquisitions. This one-of-a-kind reference provides:

  • In-depth analysis of all significant laws, rules, cases, issues and tactics;
  • A truly unique focus on the concerns of public companies facing challenges by activists, hostile bids, or those planning strategic mergers and acquisitions;
  • Expanded full treatment of merger and sale transactions;
  • State-of-the-art practical guidance.

The Eighth Edition provides a complete analysis of the recent transformation of Delaware M&A law. There is in-depth analysis of the background and import of the recent seminal judicial decisions—CorwinMFWC&J EnergyCornerstone and Trulia—that represent the most dramatic developments in M&A since the advent of modern M&A in the 1980s. With state-of-the-art M&A analysis, historical perspective and specific practice points, the authors provide authoritative guidance for directors of both bidders and targets, as well as their financial and legal advisors, on various subjects, including:

  • Judicial approach;
  • Director liability;
  • M&A litigation;
  • Corporate governance and takeover defenses;
  • Hostile and activist activity;
  • Banker issues;
  • Sale process and deal mechanics; and
  • Appraisal.
Publish Date 12/20/2017
Product Line Wolters Kluwer Legal & Regulatory U.S.
ISBN 9781454898511
SKU 10053636-7777
Table of Contents

VOLUME 1

Chapter 1 Takeover Defense and Mergers and Acquistions: Introduction

Chapter 2 Regulatory Framework and Disclosure Obligations

Chapter 3 Directors’ Fiduciary Duties

Chapter 4 State Takeover Statutes and Other Regulation

Chapter 5 The Poison Pill Defense

Chapter 6 Charter and Bylaw Provisions

Chapter 7 Employee Benefit Plans and Executive Compensation Arrangements

Chapter 8 Responding to a Prospective Hostile Bidder or a Raider

Chapter 9 Responding to a Tender Offer or Unsolicited Offer

Chapter 10 Proxy Contests

VOLUME 2

Chapter 11 Litigation Against Raiders and Activist Investors

Chapter 12 Antitrust Considerations

Chapter 13 Recapitalizations and Restructurings

Chapter 14 Selling or Merging the Company—The Revlon Doctrine

Chapter 15 Sale of the Company—LBOs, MBOs, Controlled Companies and the Entire Fairness Doctrine

Chapter 16 Deal Protection and Deal Certainty

Chapter 17 Appraisal Rights and Remedies

Chapter 18 M&A Issues Relating to Investment Bankers and Projections

EXHIBITS

Table of Cases

Table of Authorities

Index

About The Experts
Volumes