Offering a big-picture understanding of Mergers and Acquisitions, this brief
introduction illuminates essential concepts with informal and approachable
exposition.
Lucid and succinct, Mergers and Acquisitions: The Essentials, features:
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a clear overview of deals
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a detailed discussion of major deal points, including a list of the
percentages of deals containing particular provisions
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a strategic discussion of shareholder voting rules, with current
judicial treatment
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practical coverage of the goals of due diligence
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a critical look at acquisition agreements
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clear and focused topical coverage, including
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the legal duties of a board considering or resisting a sale
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the duties and liabilities of controlling shareholders
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the special problems of leverage buyouts
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the securities laws—mergers, exchange offers, and tender offers
Mergers and Acquisitions: The Essentials presents an authoritative and
student-friendly description of the law, strategy, and logistics of Mergers
and Acquisitions. By closing any gaps in understanding, William J. Carney
prepares your students to get the most out of their casebook reading.
Part I: Planning the Transaction
Chapter 1. Finance, Tax and Accounting Issues
Chapter 2. Deal Structure Considerations
Chapter 3. Voting Rules
Part II: Negotiating the Deal and Due Diligence
Chapter 4. The Mating Dance
Chapter 5. Negotiating the Acquisition Agreement
Part III: Bargaining in the Shadow of the Law
Chapter 6. The Duties of the Seller’s Board in Considering a Sale
Chapter 7. Transactions by a Controlling Shareholder
Chapter 8. Special Problems of Leveraged Acquisitions
Chapter 9. The Impact of the Securities Laws
