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Takeover Defense, Mergers and Acquisitions, 9th Edition (1-year Online Subscription)

Takeover Defense, Mergers and Acquisitions, 9th Edition (1-year Online Subscription)

作者： Arthur Fleischer, Jr.; Alexander R. Sussman
出版商： Wolters Kluwer Legal & Regulatory U.S. (Online)
ISBN: 10071642
出版时间 Subscription-type (Contents updated periodically)
规格： Online , 2908 pages
适应领域： U.S. ? 免责申明：
Countri(es) stated herein are used as reference only

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Takeover Defense, Mergers and Acquisitions is the must-have resource for attorneys representing any target—or potential target—of takeover activities. Written by leading attorneys who have represented parties and advisors in numerous major, complex takeovers, it remains the most comprehensive treatise on the law and practice of mergers and acquisitions and takeover defense. This one-of-a-kind reference provides:
- In-depth analysis of all significant laws, rules, cases, issues and tactics;
- A truly unique focus on the concerns of public companies facing challenges by activists, hostile bids, or those planning strategic mergers and acquisitions;
- Expanded full treatment of merger and sale transactions;
- State-of-the-art practical guidance.
The Ninth Edition provides updated guidance to directors of bidders and targets, their financial advisors, and other M&A participants. The new edition reflects equal emphasis on negotiated and hostile M&A transactions; addresses shareholder activism as a form of hostile activity; adds a new chapter regarding the many recent Delaware court decisions interpreting provisions of merger agreements; and includes throughout analysis of the impact of the COVID-19 pandemic on various practice issues. In addition to analysis of the most recent court opinions, this treatise identifies developing judicial trends, provides historical context, and offers state-of-the-art practice pointers, on various subjects, including:
- Judicial approach;
- Fiduciary duties and liability;
- M&A litigation;
- Corporate governance and takeover defenses;
- Hostile and activist activity;
- Proxy firms and financial advisers;
- Antitrust and regulatory environment
- Sale process and deal mechanics; and
- Appraisal.
CHAPTER 1: INTRODUCTION AND REGULATORY FRAMEWORK
- Overview
- The Need for Preparedness
- Regulatory Framework
- Tender and Exchange Offer Regulations
CHAPTER 2: ADVANCE PLANNING AND TARGET DISCLOSURE
- First Steps
- Defensive Review
- The Target’s Disclosure Obligations
CHAPTER 3: DIRECTORS’ FIDUCIARY DUTIES
- Directors’ Fiduciary Duties in Takeovers and Mergers
- Evolution of Unocal Principles for Takeover Defense
- Standards and Procedures for Board Approval of Defensive Actions
- Unocal Applied in Recapitalization and “Independence” Cases
- Director Liability and Indemnification
CHAPTER 4: STATE TAKEOVER STATUTES AND OTHER REGULATION
- Introduction
- History
- Strategic Considerations
- Constitutional Issues
- Business Combination Statutes
- Other State Takeover Statutes
- Defensive Internal Affairs Regulation
- Federal and State Change-of-Control Laws in Regulated Industries
- Reincorporation
CHAPTER 5: THE POISON PILL DEFENSE
- Overview of the Poison Pill
- The Pill’s Effectiveness and Limitations
- Relationship to Other Takeover Defenses
- Evolution of the Poison Pill
- The Standard Flip-In Pill
- The Legality of the Poison Pill
- Procedures for Implementing a Poison Pill
- The Pill Redemption Cases
- Securities Law Issues
- Quasi-Pills
- The Future of the Pill
CHAPTER 6: CHARTER AND BYLAW PROVISIONS
- Types of Provisions: Their Use and Importance
- Legal Requirements
- The Practicalities of Adoption and Approval
- SRO One Share/One Vote Policy
- Controlling Changes in the Board of Directors
- Shareholder Action Provisions
- Requirement of a Supermajority Shareholder Vote for Certain Transactions
- Fair Price Provisions
- Anti-Greenmail Provision
- Consideration of Social, Economic, and Other Factors in Evaluating a Bid
- “Shark Repellents” in Debt Instruments
CHAPTER 7: EMPLOYEE BENEFIT PLANS AND EXECUTIVE COMPENSATION ARRANGEMENTS
- Introduction
- Process for Reviewing and Designing Benefit Protections
- General Considerations
- Specific Protections Afforded to Employees
- Protective Trusts
- Code Section 162(m)
- Code Section 280G
- Code Section 409A
- Employee Stock Ownership Plans (“ESOPs”)
- Disclosure Requirements
- Severance Agreements Under ERISA
- Legal Standards Applicable to the Adoption of Benefit Protection Arrangements
- The Role of Organized Labor in Corporate Takeovers
- Developments Under the Emergency Economic Stabilization Act of 2008
CHAPTER 8: RESPONDING TO A PROSPECTIVE HOSTILE BIDDER OR A RAIDER
- Responding to a Share Accumulation
- Responding to Proposals
- Stockholder List and Books and Records Requests
- Dispute Settlement: Buyback or Standstill Agreements
CHAPTER 9: RESPONDING TO A TENDER OFFER
- Board Evaluation of an Unsolicited Tender Offer
- Schedule 14D-9
- Rule 14d-5 Bidder Mailing Rights
- Target Stockholder Agreements
- Counter Tender Offer
- Tax Treatment of TakeoverDefense Costs
CHAPTER 10: PROXY CONTESTS
- Introduction
- Takeover Defense Issues Under the SEC Proxy Rules
- State Law Considerations
- Consent Solicitations
- Defending Against Proxy Fights by a Bidder
- Proxy Fights Designed to Force Economic Action by the Target
- Proxy Fights for Board Representation or Control
- Stockholder Proposals
- Proxy Voting and Counting
- Proxy Litigation
CHAPTER 11: LITIGATION AGAINST RAIDERS AND ACTIVIST INVESTORS
- Strategic Considerations
- Suing an Accumulator
- Challenging a Tender Offer
- Special Defenses Against Foreign Raiders
CHAPTER 12: ANTITRUST CONSIDERATIONS
- Introduction: Antitrust Issues and Target Strategy
- Federal Enforcement
- DOJ and FTC Merger Guidelines
- The Hart-Scott-Rodino Act
- State Enforcement
- International Enforcement
- Antitrust Litigation Against Raiders
CHAPTER 13: RECAPITALIZATIONS AND RESTRUCTURINGS
- Introduction
- Changing the Capital Structure
- Sales of Divisions, Liquidations, and Spin-Offs
- White Squires
- Stock Purchase Plans and Self-Tenders
- Controlled Combination Transactions
CHAPTER 14: SELLING OR MERGING THE COMPANY
- Introduction
- Board Fiduciary Duties in Sales and Mergers
- When Does “Revlon Mode” Generally Occur?
- Consequences of the “Revlon Mode”
- Deal Protection
- Leveraged Buyouts (LBOs), Management Buyouts (MBOs) and Private Equity
- Certain Merger Agreement Issues
- Sales of Majority Controlled Companies
- Issues for Investment Bankers
- Appraisal and Quasi-Appraisal Rights and Remedies

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Takeover Defense, Mergers and Acquisitions, 9th Edition (1-year Online Subscription)

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