Mergers and Acquisitions Cases, Materials, and Problems [Connected eBook]

by Maynard, Therese H.; Afsharipour, Afra

• ISBN13: 9798892074742
• ISBN10: 8892074741
• eBook ISBN(s): 9798892074759
• Edition: 6th
• Format: Hardcover
• Copyright: 2025-09-15
• Publisher: Aspen Publishing
• More Book Details

Summary

Buy a new version of this textbook and receive access to the Connected eBook on Casebook Connect, including academic lifetime access to the online ebook with highlight, annotation, and search capabilities. Access also includes an outline tool and other helpful resources. Connected eBooks provide what you need most to be successful in your law school classes.

A concise, accessible, practical, and student-friendly presentation of the Mergers and Acquisitions materials that law students need to know in order to hit the ground running in a transactional setting. Based on the fundamental precept that students taking the course are curious about the subject, but generally have limited familiarity with the business world of mergers and acquisitions, Mergers and Acquisitions: Cases and Materials introduces topics traditionally covered in the study of M&A law in terms that are accessible to the uninitiated law student, demystifying what is often an intimidating and overwhelmingly jargon-laden body of law.

Maynard is excited to welcome as a co-author Afra Afsharipour, the John D. Ayer Endowed Chair and Martin Luther King Jr. Professor of Law at UC Davis School of Law. Afsharipour is a prominent corporate law scholar, with expertise in corporate governance and M&A, and has extensive M&A practice experience.

New to the 6th Edition:

• The book has been significantly streamlined, with newly edited versions of the classic cases and edited notes to reflect modern developments in the practice of M&A
• Chapter 1 includes updates to the popular deal stories in the chapter, as well as new notes discussing enhanced regulatory oversight of M&A deal making through antitrust and national security scrutiny
• Chapter 2 includes new streamlined material on procedural requirements to perfect appraisal rights, and streamlined cases and notes relating to determination of fair value in appraisal proceedings
• Chapter 4 includes updated and streamlined coverage of federal securities law provisions that apply to negotiated M&A transactions
• Chapter 5 includes updates to address developments in the law governing tender offers, including discussion of the SEC’s recent amendments to its rules regarding beneficial ownership reporting requirements pursuant to Section 13(d)
• Chapter 7 incorporates developments in Delaware legislation responding to the DExit threat (including amendments to DGCL Section 144), as well as new notes reflecting the significant changes to MFW cleansing, determination of controlling shareholder status, and the circumstances in which entire fairness standard of judicial review applies
• Chapter 8 includes updates on antitrust scrutiny of M&A transactions and adds new material on national security considerations relating to M&A transactions

Professors and student will benefit from:

• Includes cases, references to state and federal statutes, and ample problems
• The approach is real-world and skills-based with coverage of M&A transactions in the context of both Main Street and Wall Street
• The first two chapters offer a highly accessible introduction and solid foundation for the material that follows
• Emphasizes the ethical responsibilities of both lawyers and corporate managers who are responsible for implementing acquisition transactions
• Underscores the importance of modern fiduciary duty law, building up to the topic in the latter part of the book
• Diagrams in Appendix A make it easier for the student to understand the mechanics of the various deal structures and to appreciate the vital importance of understanding where the acquisition consideration (i.e., stock or cash) is going
• Comprehensive Teacher's Manual includes alternative approaches to teaching, suggestions for shortening reading assignments, topics to be deleted to accommodate a two- or three-credit course, sample syllabi, and detailed analysis and answers to all of the problems in the casebook
• Author-hosted online material, including PowerPoint slides of all diagrams included in Appendix A, discussion of how to use each slide, answers to all of the problems and questions in the casebook, updates and links to related materials, and suggestions on how to integrate current events into classroom discussion

Table of Contents

SUMMARY OF CONTENTS

Contents 
Preface 
Editorial Note and Acknowledgments 

1. Introduction to Business Acquisitions 
2. Corporate Formalities: The Mechanics of Structuring
Acquisition Transactions 
3. Scope of Successor Liability: Transferring the Assets (and
Liabilities) of Target Co. to Bidder Co. 
4. Selected Federal Securities Law Provisions that Apply to
Negotiated Business Combinations 
5. Federal Regulation of Stock Purchases: Tender Offers and the
Williams Act 
6. Negotiating and Documenting the Transaction 
7. Fiduciary Duty Law: The Responsibilities of Boards of Directors,
Senior Executive Officers, and Controlling Shareholders 
8. Tax, Antitrust, and National Security Considerations Related to
Mergers and Acquisitions Transactions 

Appendices:
A. Diagrams of Deal Structures to Be Analyzed 
B. AT&T–DirecTV Merger Agreement 
C. Stock Purchase Agreement 
D. Letter of Intent
E. Due Diligence Checklist 
F. Closing Checklist 
G. Fairness Opinions

Table of Cases 
Index