Demystify the takeover process with the straightforward guidance found in
Aspen Publishers’ Takeovers: A Strategic Guide to Mergers and
Acquisitions, the definitive desk reference to managing the legal,
regulatory, and economic aspects of today’s increasingly complex corporate
combinations, including cross-border acquisitions.
Using the expert insights in this guide to the takeover process, you will
swiftly master the nomenclature, tempo of deal-making and techniques for
closing in all types of business combinations.Takeovers: A Strategic
Guide to Mergers and Acquisitions gives you a practical understanding
of the critical procedures, issues, and laws both bidder and target
corporations must consider, including:
-
How tender offers are regulated
-
Proxy contests
-
The Hart-Scott-Rodino Act
-
Strategic litigation
-
Federal regulation of a target’s responses to a takeover
-
Poison pills
-
State takeover legislation
-
Deal protections
-
Directors’ duties
-
Going private
This updated Third Edition of Takeovers: A Strategic Guide
to Mergers and Acquisitions expands the entire book with coverage of
such topics as:
-
Recent trends in mergers and acquisitions
-
The impact of Rule 14d-10 on tender offers and proposed SEC amendments
clarifying the rule
-
Developments in insider trading law
-
Proposed amendments to the proxy rules allowing delivery of proxy materials
via the Internet
-
Stockholder proposals relating to poison pills and majority voting
-
Changes in the Hart- Scott-Rodino rules
-
Political considerations in cross-border M&A and increased attention to the
role of CFIUS
-
How the Foreign Corrupt Practices Act and the USA Patriot Act have affected M&A
-
Developments in the standards of judicial review applicable to director actions
-
Developments relating to deal protection
-
Changes in federal tax rules affecting business combinations
PART I. CONSIDERATIONS FOR THE BIDDER
-
1. PLANNING FOR A TAKEOVER
-
2. INITIAL PURCHASES
-
3. APPROACHING THE TARGET
-
4. TENDER OFFERS
-
5. FINANCING OF TENDER OFFERS
-
6. PROXY CONTESTS
-
7. STRATEGIC LITIGATION
PART II. CONSIDERATIONS FOR THE TARGET
-
8. ADVANCE PLANNING
-
9. STATE LAW REGULATION OF TENDER OFFER RESPONSES: THE BUSINESS JUDGMENT RULE
AND OTHER STANDARDS
-
10. RESPONDING TO TENDER OFFERS
-
11. DEFENSIVE STRATEGIES
-
12. MAKING PEACE
PART III. SPECIAL TAKEOVER-RELATED TOPICS
-
13. CROSS-BORDER TRANSACTIONS
-
14. ANTITRUST REQUIREMENTS
-
15. GOING-PRIVATE TRANSACTIONS
-
16. STATE TAKEOVER LEGISLATION
