Mergers and Acquisitions: Cases and Materials, Second Edition is a
concise, accessible, practical, and student-friendly presentation of
everything law students need to know about mergers and acquisitions in order
to hit the ground running in a transactional setting.
Using a real-world and skills-based approach, this classroom-tested casebook
:
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covers M&A transactions in the context of Main Street as well as Wall
Street
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includes cases, references to state and federal statutes, and numerous
problems
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offers a highly accessible introduction and solid foundation for the
materials in the first two chapters
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emphasizes the ethical responsibilities of both lawyers and corporate
managers who are responsible for implementing acquisition transactions
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underscores the importance of modern fiduciary duty law, building up to
the topic in the latter part of the book
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includes a Comprehensive Teacher’s Manual with alternative
approaches to teaching, suggestions for shortening reading assignments,
suggested deletions to accommodate a two- or three-credit course, sample
syllabi, and detailed analysis and answers for all problems in the casebook
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offers a comprehensive author-hosted website
(http://faculty.lls.edu/maynard) that provides PowerPoint slides of all
diagrams included in the Appendix, discussion of how to use each slide,
answers to all problems and questions in the casebook, updates and links to
related materials, and suggestions on how to integrate current events into
classroom discussion
The extensive appendices in this casebook offer a wide-range of value-added
learning and teaching aids:
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real-word documents illustrate M&A transactions and provide students
with additional insights
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notes demonstrate the vital importance of understanding where the money (or
whatever is to serve as the acquisition consideration) is going
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Diagrams and Checklists offer students and instructors easy reference
throughout the semester
The Second Edition has been thoroughly updated, and the editing of cases
has been tightened. In addition, the author has added:
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more note materials to help students put cases and developments into
context, particularly in Chapter 2 and Chapter 7
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more in depth explanations of the problems
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new case discussions including Vantagepoint Venture Partners 1996 v.
Examen, Inc. and En re: Topps Company Shareholders’ Litigation
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recent securities law and rule changes
Mergers and Acquisitions: Cases and Materials offers a proven casebook
with manageable length, yet thorough coverage. Be sure to request a
complimentary examination copy of this casebook before you teach your next M&A
course!
Chapter 1. Introduction to Business Acquisitions
Chapter 2. Corporate Formalities: The Mechanics of Structuring
Acquisition Transactions
Chapter 3. Scope of Successor Liability: Transferring the Assets (and
Liabilities) of Target Corp. to Bidder Corp.
Chapter 4. Selected Federal Securities Law Provisions that Apply to
Negotiated Business Combinations
Chapter 5. Negotiating and Documenting the Transaction
Chapter 6. Federal Regulation of Stock Purchases: Tender Offers and the
Williams Act
Chapter 7. Fiduciary Duty Law: The Responsibilities of Boards of
Directors, Senior Executive Officers and Controlling Shareholders
Chapter 8. Tax, Accounting and Anti-Trust Concerns that Impact Mergers
and Acquisition Transactions
Appendix A: Diagrams of Deal Structures to be Analyzed
Appendix B: Pfizer/Pharmacia Merger Agreement
Appendix C: Selected Provisions of California
Corporations Code – Reorganizations
Appendix D: Joint Proxy Statement (Form S-4)
– Pfizer/Pharmacia Merger
Appendix E: Stock Purchase Agreement –
Galaxy’s Acquisition of Trekker (Planning Problem – Chapter 6)
Appendix F: Letter of Intent
Appendix G: Due Diligence Checklist
Appendix H: Closing Checklist
