Execute the Proper Strategy in Every Takeover, Merger and Acquisition Transaction Takeover Defense, Mergers and Acquisitions by Arthur Fleischer, Jr., Alexander R. Sussman List Price: $682.00   Eligible for Free Standard Shipping on U.S. Prepaid Orders Imprint: Aspen Publishers ISBN: 9780735594142 Looseleaf: 2,908 pages Publication Cycle: Supplemented periodically Last Updated: 10/6/2011 Automatic Supplementation More Info. Available: Item ships in 3-5 Business Days

Takeover Defense, Mergers and Acquisitions is the must-have resource for attorneys representing any target—or potential target—of takeover activities. This one-of-a-kind reference provides: In-depth analysis of all significant laws, rules, cases, issues and tactics State-of-the-art practical guidance, including valuable forms and exhibits A truly unique focus on the concerns of public companies facing challenges by activists, hostile bids, or those planning strategic mergers and acquisitions Expanded full treatment of merger and sale transactions Takeover Defense, Mergers and Acquisitions, the re-titled Seventh Edition of Takeover Defense is the only treatise on corporate acquisitions written specifically from the viewpoint of the target corporation. And the new change of title reflects the expanded full treatment of merger and sale transactions —whether or not triggered by a hostile takeover bid. Providing authoritative guidance on every aspect of planning for an M&A transaction, or defending against, and seeking alternatives to a hostile takeover, this resource stands out as the most comprehensive and up-to-date guide currently available. If you don’t have the answers to these crucial questions—you might have trouble: In the brave new world of government bail-outs, what are the rules for executive compensation and how should boards react? What is the new paradigm for acquisition agreements to address financing difficulties? How are reverse breakup fees, damage parameters and financing outs used and drafted? How has an SEC rule change caused a resurgence of tender offers? What is new in tender offer rules and tactics, including the use of top-up options? How should management and boards deal with the proxy advisory firms and institutional investors? How have shark repellents been attacked and dismantled by activists? What are the consequences and what are the board’s options? Can the board resort to self-help in adopting by-law changes without a shareholder vote? What type of advance notice by-law should the company have? Proxy contests, both traditional and “short-slate” campaigns, have become much more frequent—how should boards prepare and respond? What is the effect of having a “majority voting” standard and how should it be defined? What will be the effect of proxy access and elimination of broker discretionary voting? What are the current rules defining the fiduciary duties of directors in considering unsolicited bids or strategic mergers and what courses of action are available to the board? What are the permissible techniques for selling a company? When do “go-shops” make sense? Can a buyer “lock-up” a deal with a control shareholder? How do antitrust considerations affect the board’s options and strategy? What is the state of the art in poison pills? What is the utility and appropriateness of adopting an NOL (net-operating loss) poison pill? CHAPTER 1: INTRODUCTION AND REGULATORY FRAMEWORK Basic Concepts and Current Trends in Takeover Defense The Board’s General Role Overall Regulatory Framework Specific Rules Governing Tender and Exchange Offers Renewed Use of Tender Offers in Merger Transactions Resulting from a Change in the SEC’s Best Price Rule Top-Up Options CHAPTER 2: ADVANCE PLANNING AND TARGET DISCLOSURE First Steps for a Target Company to Take How a Target Company Should Perform a Defensive Review Management’s and the Board’s Disclosure Obligations CHAPTER 3: DIRECTORS’ FIDUCIARY DUTIES Basic Fiduciary Principles Unocal/Unitrin and Blasius Tests for Defensive Measures Revlon Doctrine Governing the “Sale” of a Company Delaware’s Exculpatory Provisions Which Virtually Eliminate the Risk of Outside Director Liability CHAPTER 4: STATE TAKEOVER STATUTES AND OTHER REGULATIONS Historical Overview of Strategic Considerations and Constitutional Issues Illustration of Specific State Statutes and Regulations CHAPTER 5: THE POISON PILL DEFENSE The Pill’s Effectiveness and Limitations Relationship to Other Takeover Defenses Procedures for its Implementation Effect of the Shareholder Activist Movement to Eliminate Existing Pills Recent Cases and Developments in the Use of a Poison Pill CHAPTER 6: CHARTER AND BYLAW PROVISIONS Types of Defensive Measures a Board May Utilize Legal Requirements for Their Use Practicalities of Adoption and Approval Board’s Ability to Resist Consent Solicitations and Other Shareholder Actions CHAPTER 7: EMPLOYEE BENEFIT PLANS AND EXECUTIVE COMPENSATION ARRANGEMENTS Recent Developments in Executive Compensation Review and Design of Benefit Provision Specific Protections for Employees Protective Trusts ESOPs and Other Stock Ownership Plans Legal and Disclosure Requirements Golden Parachutes Under ERISA Role of Labor Unions in Corporate Takeovers CHAPTER 8: RESPONDING TO A PROSPECTIVE HOSTILE BIDDER OR A RAIDER Target Board Responses to Share Accumulations and Informal Bids or Proposals Responses to Stockholder List Requests Use of Standstill Agreements CHAPTER 9: RESPONDING TO A TENDER OFFER Board Evaluation of and Responses to Takeover Bids and Tender Offers Board Presentations for the Bidder and the Target Defensive Agreements Among Target Stockholders Tax Treatment of Takeover Defense Costs CHAPTER 10: PROXY CONTESTS Analysis of Various Types of Proxy Contests and Target Defensive Strategies Significant Efforts and Impact of Shareholder Activists and Target Responses SEC Proxy Rules, Including the Effect of Recent Amendments to Those Rules Filing, Timing and Disclosure Requirements Proxy Voting Principles Proxy Litigation CHAPTER 11: LITIGATION AGAINST RAIDERS AND ACTIVIST INVESTORS Strategic and Tactical Considerations in Suing Raiders and Activists Potential Claims Against Accumulators and Unsolicited Bidders Special Defenses Against Foreign Raiders CHAPTER 12: ANTITRUST CONSIDERATIONS Government Antitrust Enforcement Policies and Litigation Merger Guidelines Hart-Scott-Rodino Act Target Antitrust Litigation against Raiders CHAPTER 13: RECAPITALIZATIONS AND RESTRUCTURINGS Legal Principles and Strategies for Changing the Target’s Capital Structure Salesof Divisions, Liquidations, and Spin-Offs as Components of a Takeover Defense CHAPTER 14: SELLING OR MERGING THE COMPANY Board Fiduciary Duties in Sales and Mergers Revlon Doctrine and the Sales Process Market Checks and Go-Shops Deal Protection Methods Break-Up Fees, Lock-Ups and Lock-Outs Challenges in Merger Agreement Drafting Merger Agreement Implementation and Enforcement Leveraged Buyouts Bromberg and Ribstein on Partnership Christine Hurt, D. 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