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Mergers and Acquisitions: Law and Finance, Fifth Edition

Authors
  • Robert B. Thompson
Series / Aspen Casebook Series
Description
Table of contents
Preface

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The 2026 publication of Thompson’s Mergers and Acquisitions, Law and Finance, 5th Edition equips law students to fully understand the current laws applicable to mergers and the underlying finance and business contexts that lawyers need to understand to advice their clients.  

The Fifth Edition of Mergers and Acquisitions: Law and Finance, written by Robert B. Thompson, a leading scholar and teacher in the field, equips students with the legal rules and economic and financial principles they need to help clients make key strategic choices during an acquisition. Mergers and Acquisitions: Law and Finance offers up-to-date, and rich yet succinct coverage with the perfect mix of theory and practice. 

New to the Fifth Edition: 

● The 2021 anti-activist poison pill case (In re The Williams Company) brings the 40-year evolution of poison pills into the 2020s with a focus on the activist shareholder context of modern takeover contests 

● Linking the introduction to tender offers in Chapter 3 (as an anomaly in Delaware’s preferred approach to trust governance to directors) sets the stage for Chapter 7 and the judicial acceptance of poison pills to address that anomaly; 

● Inclusion of Coster v. UIP, Inc. to illustrate Blasius review being folded into the “new Unocal” that includes a sensitivity to the Blasius concerns; 

● A reorientation of Chapter 6 (formerly Chapter 10) around cleansing and director fiduciary duties in a variety of takeover settings. 

Professors and students will benefit from: 

● Stellar authorship 

● Rich but accessible coverage of valuation 

● Includes notes following each case to understand “The Deal” 

● Materials on insider trading, poison pill, deal protection devices, activist shareholders

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Table of contents

SUMMARY OF CONTENTS


Contents 
Preface 


CHAPTER 1
Why Mergers Happen: Macroeconomic Trends 
CHAPTER 2
Financial and Economic Incentives That Shape Mergers 
CHAPTER 3
Legal Shaping of Deals 
CHAPTER 4
Deal Strategy: The Bidder’s Approach 
CHAPTER 5
The Target’s Approach 
CHAPTER 6
Remedies in Merger Challenges 
CHAPTER 7
Valuation Theory and Case Law 
CHAPTER 8
Adding a New Form of Judicial Review for Defensive Tactics 
CHAPTER 9
Poison Pills: A Case Study of Defensive Tactics
and Unocal Review 
CHAPTER 10
Defenses Affecting Voting 
CHAPTER 11
Sale of Control for a Premium 
CHAPTER 12
Financial Reorganizations: Highly Leveraged Transactions,
Going Private, Asset Restructuring 
CHAPTER 13
Disclosure and Limits on the Use of Information 
CHAPTER 14
International Transactions 
Appendix A: Delaware General Corporation Law 
Appendix B: Federal Statutes & Regulations 


Table of Cases 
Index 

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About the authors
Robert B. Thompson
Peter J. Weidenbruch Jr. Professor of Law
Georgetown University Law Center

Professor Thompson teaches courses in the corporate and securities area, including mergers and limited liability as Peter P. Weidenbruch, Jr. Professor of Business Law at Georgetown Law. He joined the Georgetown faculty in 2010 after visiting in 2009-10. Previous positions include service as the New York Alumni Chancellor’s Professor of Law and Professor of Management at Vanderbilt University and the George Alexander Madill Professor of Law at Washington University. He has visited at New York University and Northwestern University and has taught intensive courses at the University of Sydney. He has authored or co-authored casebooks on corporations and on mergers, treatises on Close Corporations and Oppression of Minority Shareholders and LLC Members, and more than 50 articles. Professor Thompson has testified before committees of Congress, a state legislature, and the New York Stock Exchange. He has served since 1991 as editor of the Corporate Practice Commentator, served as an adviser for the American Law Institute's Restatement (Third) of Agency, and chaired two sections of the Association of American Law Schools.

Product Information
Edition
Fifth Edition
Publication date
2026-02-02
Copyright Year
2026
Pages
672
LLPOD
9798894105611
Connected eBook (Digital Only)
9798894105598
Connected eBook + Hardcover
9798894105581
Subject
Mergers and Acquisitions
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