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Takeovers: A Strategic Guide to Mergers and Acquisitions

By Meredith M. Brown, Ralph C. Ferrara, Paul S. Bird, Gary W. Kubek
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Overview

Demystify the takeover process with the straightforward guidance found in Takeovers: A Strategic Guide to Mergers and Acquisitions, the definitive desk reference to managing the legal, regulatory, and economic aspects of today's increasingly complex corporate combinations, including cross-border acquisitions. Written from the standpoint of both the buyer and seller, the authors share their vast experience and provide a very well-written and reasoned quick-reference for practitioners.

Using the expert insights in this guide to the takeover process, you will quickly master the nomenclature, tempo of deal-making and techniques for closing all types of business combinations. Takeovers gives you a practical understanding of the critical procedures, issues and laws both bidder and target corporations must consider, including:

  • How tender offers are regulated in the United States
  • Tender offer tactics
  • Proxy contests
  • The Hart-Scott-Rodino Act
  • Rules relating to the financing of tender offers
  • Strategic litigation
  • Federal regulation of a target's responses to a takeover
  • State takeover legislation
  • Deal protections
  • Director's duties
  • Going private
  • Poison pills
  • And more!
  • Now in its Second Edition, this work also includes such topics as:

  • Recent trends in mergers and acquisitions
  • Changes in the regulation of cross-border M&A
  • The impact of the rule 14d-10 on tender offers
  • How the Sarbanes-Oxley Act has affected M&A
  • Selective disclosure and tipping issues
  • Stockholder proposals relating to poison pills
  • Stockholder access rules to director nominations
  • Changes in judicial review of director decisions
  • Omnicare and other major developments relating to deal protection
  • Pure resources and other key going private cases
  • And changes in state takeover laws
  • Also included are in-depth discussions that examine the impact of the latest developments in federal and state statutes, and administrative law governing takeover actions — shows how the courts are resolving the core issues faced by shareholders, directors and managers buffeted by claims rising from transactions — and analyze the financial and legal tactics that helped to decide the outcomes of recent landmark mergers.

Last Updated 01/01/2006
Product Line Wolters Kluwer Legal & Regulatory U.S.
SKU 000000000010015136
Table of Contents
Overview of Contents
  • Background
  • Legislative Response
  • Planning a Takeover
  • The Definition of "Tender Offer"
  • Initial Purchases
  • Compliance with the Williams Act; Alternative Takeover Techniques
  • Hart-Scott-Rodino Antitrust Improvements Act
  • High Yield Financing of Tender Offers
  • Conflicts of Interest and Confidential Information
  • LBOs and Fraudulent Conveyance Issues
  • Volumes