Takeovers: A Strategic Guide to Mergers and Acquisitions, 4th Edition

Demystify the takeover process with the straightforward guidance found in 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 Acquisitionsgives 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 Fourth Edition of Takeovers: A Strategic Guide to Mergers and Acquisitionsexpands 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
• Shareholder activism and M&A

Table Of Contents

PART I. CONSIDERATIONS FOR THE BIDDER

• Planning for a Takeover
• Initial Purchases
• Approaching the Target
• Tender Offers
• Financing of Tender Offers
• Proxy Contests
• Strategic Litigation

• Advance Planning
• State Law Regulation of Tender Offer Responses: The Business Judgment Rule and Other Standards
• Responding to Tender Offers
• Defensive Strategies
• Making Peace and Protecting the Deal

• Cross-Border Transactions
• Antitrust Requirements
• Going-Private Transactions
• State Takeover Legislation
• Shareholder Activism and M&A