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Corporate Acquisitions and Mergers in the United States 3rd Edition

Corporate Acquisitions and Mergers in the United States 3rd Edition

  • 作者:
  • 出版商: Kluwer Law International
  • ISBN: 9789403549811
  • Previous Edition ISBN: 9789403500805
  • 出版时间 May 2022
  • 规格: Paperback
  • 适应领域: Netherlands ? 免责申明:
    Countri(es) stated herein are used as reference only
New Edition is available now !
  • 描述 
  • 大纲 
  • 详细

    Derived from Kluwer’s multi-volume Corporate Acquisitions and Mergers, the largest and most detailed database of M&A know-how available anywhere in the world, this work by a highly experienced team from the leading international law firm Sidley Austin LLP Contributors provides a concise, practical analysis of current law and practice relating to mergers and acquisitions of public and private companies in Slovak Republic. The book offers a clear explanation of each step in the acquisition process from the perspectives of both the purchaser and the seller. Key areas covered include: structuring the transaction; due diligence; contractual protection; consideration; and the impact of applicable company, competition, tax, intellectual property, environmental and data protection law on the acquisition process.

    Corporate Acquisitions and Mergers is an invaluable guide for both legal practitioners and business executives seeking a comprehensive yet practical analysis of mergers and acquisitions in the United States.

    Equivalent analyses of M&A law and practice in some 50 other jurisdictions, all contributed by leading law firms, are accessible on-line at www.kluwerlawonline.com under Corporate Acquisitions and Mergers.

  • Sidley Austin LLP
    1. Overview of Acquisition Structure, Issues and Documentation
    2. Forms of Acquisition
    3. Form of Consideration
    4. Acquisition Vehicle
    5. Takeover Contests for Public Companies
    6. Using Securities to Pay for Acquisition
    7. Acquisition Financing
    8. General Tax Considerations
    9. Antitrust and Other Regulatory Approvals
    10. Intellectual Property
    11. Environmental
    12. Employee Benefit Plans
    13. Contracts with Management and Employees
    14. Documenting the Deal
    15. Acquisitions of Public Companies
    16. Structuring Issues
    17. Advantages and Disadvantages of Using Securities to Pay for the Acquisition Leaving in Public Minorities
    19. Securities Regulations
    20. Tender Offers
    21. Legal Duties of Target’s Board in Acquisitions
    22. Protecting the Deal from Other Bidders
    23. What If the Acquirer Does Not Want to Close the Deal?
    24. Public Disclosures and Press Announcements
    25. Hostile Acquisitions
    26. Likelihood of Litigation
    27. Securities Offerings in the United States
    28. Registration and Other U.S. Legal Requirements
    29. The Registration Process
    30. Disclosure in Registered Public Offerings and Ongoing Reporting Obligations
    31. Listing on a National Securities Exchange
    32. Exemptions from U.S. Securities Laws
    33. Tax Considerations
    34. Buyer and Seller Objectives
    35. Asset Acquisition
    36. Stock Acquisition
    37. Tax-Free Acquisitions
    38. Post-acquisition U.S. Federal Income Taxation of Foreign Investor
    39. Effectively Connected Income
    40. Branch Profits, Base Erosion and Anti-Abuse Taxes
    41. Treaty Modifications
    42. State Taxation
    43. Foreign Investment in U.S. Real Property (FIRPTA)
    44. Taxation of Foreign Operations
    45. Transfer Pricing
    46. U.S. Antitrust and Merger Control Laws
    46.1 An Overview of U.S. Antitrust Laws
    47. Merger Review by the Antitrust Enforcement Agencies
    48. Applicability of the Hart-Scott-Rodino Act
    49. Transactions Exempt from the HSR Act
    50. The Premerger Waiting Period
    5.1 HSR Act Compliance
    52. Acquisitions of Financially Distressed Companies

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