Mergers and Acquisitions, First Edition
Mergers and Acquisitions, First Edition
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In Mergers and Acquisitions, leading scholar and former M&A attorney William Magnuson provides readers a comprehensive survey of the law and policy of corporate takeovers in the modern world.
Mergers and Acquisitions explores the law, policy and practice of corporate takeovers—including mergers, acquisitions and tender offers—through a careful study of materials on deal structuring, the deal-making process, fiduciary duty doctrine, and other special topics. The book features case excerpts, law review articles, and a selection of federal and state statutes and regulations. Its aim is to provide students with a sense of the background principles underlying mergers and acquisitions, the key rules and structures that shape the process, and the fundamental deal documents that drive the M&A industry.
The law and policy of M&A have seen significant changes in recent years. The private equity boom, the renewed vigor of antitrust prosecutions, and the proliferation of shareholder activists have all made the landscape shift. Mastering the law of M&A today requires not just a knowledge of the basic structures of mergers, acquisitions and tender offers, but also trends in state court decisions, contract drafting, and international policy. Mergers and Acquisitions provides readers with all the tools necessary to understand and appreciate these complexities of the law and policy of M&A.
Professors and students will benefit from:
- Comprehensive coverage of M&A topics
- Accessible style with a traditional focus on cases
- Extensive notes highlighting hot topics
- Special chapters on antitrust, securities regulation, private equity and cross-border mergers
Summary of Contents
Contents
Preface
Acknowledgments
An Introduction to Mergers and Acquisitions
PART I
ACQUISITION STRUCTURES
CHAPTER 1
Mergers
CHAPTER 2
Stock Purchases
CHAPTER 3
Asset Purchases 107
PART II
ACQUISITION AGREEMENTS
CHAPTER 4
Preliminary Agreements
CHAPTER 5
The Acquisition Agreement
PART III
FIDUCIARY DUTIES
CHAPTER 6
Fiduciary Duties: Takeover Defenses
CHAPTER 7
Fiduciary Duties: Due Care
CHAPTER 8
Fiduciary Duties: Sale Process
CHAPTER 9
Fiduciary Duties: Deal Protections
PART IV
SPECIAL ISSUES
CHAPTER 10
Securities Regulation
CHAPTER 11
Taxation
CHAPTER 12
Antitrust
CHAPTER 13
Private Equity
CHAPTER 14
Cross-Border Deals
Index
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Mergers and Acquisitions, First Edition
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