Mergers and Acquisitions : Cases, Materials, and Problems

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  • Format: Hardcover
  • Copyright: 2005-03-31
  • Publisher: Wolters Kluwer
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To help your students 'hit the ground running' in a transactional M&A practice, adopt this concise and student-friendly casebook for your next course in Mergers and Acquisitions. Accessible and practical, Mergers & Acquisitions: Cases and Materials concentrates on developing the skills and substantive knowledge your students need for their future practice. This new casebook has a real-world focus: includes cases, references to state and federal statutes, and plenty of problems the skills-based approach covers M&A transactions in the context of both Main Street and Wall Street emphasizes the ethical responsibilities of both lawyers and corporate managers who are responsible for implementing acquisition transactions the text underscores the importance of modern fiduciary duty law, and builds up To The topic in the latter part of the book Mergers & Aqusitions: Cases and Materials is carefully constructed for efficient teaching and effective learning: notes in the Appendix demonstrate the vital importance of understanding where the money (or whatever serves as the acquisition consideration) is going diagrams in the Appendix are repeatedly referred to throughout the text For The convenience of both students and instructors comprehensive Teacher's Manual includes alternative approaches to teaching, suggestions for shortening reading assignments, topics to be deleted for shorter courses, sample syllabi, and detailed analysis and answers for all the problems in the casebook additional teaching materials are available that include PowerPoint slides of all the diagrams in the Appendix additional diagrams For The cases, answers to all problems and questions in the casebook, updates to related materials, and suggestions on how to integrate current events into class discussion

Table of Contents

Introduction to business acquisitionsp. 1
Corporate formalities : the mechanics of structuring acquisition transactionsp. 35
Scope of successor liability : transferring the assets (and liabilities) of target co. to bidder co.p. 187
Selected federal securities law provisions that apply to negotiated business combinationsp. 225
Negotiating and documenting the transactionp. 275
Federal regulation of stock purchases : tender offers and the Williams Actp. 361
Fiduciary duty law : the responsibilities of boards of directors, senior executive officers, and controlling shareholdersp. 433
Tax, accounting, and anti-trust considerations related to mergers and acquisition transactionsp. 699
Diagrams of deal structures to be analyzedp. 713
Pfizer/Pharmacia merger agreementp. 727
Stock purchase agreementp. 777
Letter of intentp. 847
Due diligence checklistp. 851
Closing checklistp. 857
Table of Contents provided by Blackwell. All Rights Reserved.

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