- Chapter
- Introduction
- Provides an overview of the M&A field, with an emphasis on the business context of acquisitions
- Law and Economics
- An introduction to the basic tools of law and economics most useful for corporation law analysis, including transaction cost economics, agency costs, and the nexus of contracts theory of the firm
- Review of the Basics
- A review of basic corporation law principles, with special emphasis on those most relevant to M&A practice, including essential attributes of the corporation, sources of corporation law, a discussion of competitive federalism, and the business judgment rule
- Mergers
- Comparison of mergers and asset sales
- Triangular transactions
- De facto merger doctrine
- Appraisal and valuation in appraisal
- Disclosure of merger negotiations
- Drafting the acquisition agreement
- Ensuring exclusivity: Lockups, no shops, and related provisions
- Freeze-out mergers
- Proxy Contests
- Because proxy contests have become an important adjunct to unsolicited tender offers, especially where the target has a poison pill, coverage of the proxy rules seemed appropriate
- Tender Offers
- Overview of the tender offer process
- Williams Act regulations
- Litigation under the Williams Act
- Insider trading and tender offers
- Target Defenses Against Hostile Takeover Bids
- The arsenal of takeover defenses
- A critical review of the academic literature on takeover resistance
- Evolution of Delaware law
- Consideration of nonshareholder constituency interests
- State Takeover Statutes
- The first generation statutes and MITE
- The second generation statutes and CTS
- Interpreting CTS
- Amanda Acquisition versus the Delaware trilogy
- The third generation
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