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Book
xxvii, 805 pages ; 26 cm.
  • Introduction
  • Deal structures : introduction to mergers and asset sales
  • Appraisal rights
  • Regulation of mergers and acquisitions under federal law : Section 13(d)
  • Regulation of mergers and acquisitions under federal law : the Williams Act and tender offfers
  • Regulation of mergers and acquisitions under federal law : proxy rules
  • Regulation of mergers and acquisitions under federal law : registering stock
  • Other regulatory requirements
  • Accounting
  • Valuation
  • Deciding to do a deal
  • Important actors and their roles
  • Preliminary negotiations
  • Documentation and negotiation : the merger agreement
  • Resisting a hostile offer
  • The decision to defend the corporation
  • The sale process
  • Selling the corporation
  • Conflicts of interest : entire fairness
  • Shareholder activism
  • International issues.
Being an M&A practitioner or litigator requires not only a knowledge of the law - the statutes, cases, and regulations - but also the documentation and the practices within the transacting community. This brand new book prepares students for practice. It includes, and explains, deal documentation, and discusses how negotiations proceed, referencing both the relevant law and transacting norms. It covers Federal and State law, as well as other relevant regulatory regimes involving antitrust, national security, FCPA and other issues. It has questions designed to get students to understand the law and the underlying policy, and problems to get students familiar with transaction structuring. The text covers the latest materials on developments in the transacting world - where the law is going, where practice is going, how each might inform the other. And the book also has significant breadth, including chapters on accounting and valuation that should be accessible even to students with less quantitative facility, as well as shareholder activism and international M&A.
(source: Nielsen Book Data)9780314289063 20171127
Law Library (Crown)
LAW-1035-01, LAW-1035-01