The striking feature of the takeover market in the US in recent years has been the lightning pace of changes in strategy due to innovations in takeover defense. This book explains in a clear and authoritative manner the best strategies and the traps from the standpoints of both bidders and targets.The takeover business has become giant and complex with its own special jargon. It is highly regulated by federal and state laws. Ingenious business and legal strategists are constantly generating new methods of thrust and parry to advance their clients causes. This book guides the reader through this complex area. The authors base their advice on what they, their clients and the takeover markets have found to be the most important strategic and legal consideration.The complete text of the main contracts in the highly controversial Time-Warner deal is reproduced with a full explanation clause by clause of the legal and business negotiating problems faced by both sides. Comparisons with other acquisition transactions illustrate for the specialist and the non-specialist exactly what is going on in acquisition negotiations. Other appendices contain a detailed glossary and key statutes and rules. The book is an unmatchable source for all those involved in or contemplating acquisitions, takeover financing or takeover defense in the U.S.

Leo Herzel and Richard W. Shepro are the authors of Bidders and Targets: Mergers and Acquisitions in the U.S., published by Wiley.

Acknowledgments	p. xi
Introduction	p. 1
The Framework
If Only Directors Were Perfect	p. 9
The Prisoner's Dilemma	p. 11
Judging Business Judgment	p. 15
The Standards for Defense	p. 18
The Stricter Standard	p. 22
Shareholders Are Not Perfect Either	p. 24
Questioning Takeover Mania	p. 24
The Short-run Outlook of Institutional Shareholders	p. 27
The Impotence of Bidders' Shareholders	p. 29
Possible Solutions	p. 30
The Chief Executive Office	p. 33
The Importance of State Corporation Law	p. 39
The Scope of State Law	p. 40
The Preeminence of Delaware	p. 42
The Fear of Federal Preemption	p. 45
The Courts' Preoccupation with Procedure and Morality	p. 46
Disclosure	p. 48
Special Committees	p. 49
Expert Advice	p. 50
The Limits of the Procedural Approach	p. 51
How State Antitakeover Laws Change the Balance	p. 53
Laws that Restrict Mergers	p. 55
The Delaware Version of the New York Statute	p. 58
Laws that Restrict Voting	p. 59
Heightened Disclosure Statutes	p. 60
Fair Price Laws	p. 61
Special Appraisal Rights Laws (Put Statutes)	p. 61
A New Wave of State Antitakeover Statutes	p. 62
The Next Response from the Courts	p. 64
The Future in Delaware	p. 67
Defending Friendly Acquisitions from Competition	p. 69
Lockups: Revlon and Other Cases	p. 70
Fiduciary Outs	p. 75
Poison Pills and Other Defenses Against Takeovers	p. 76
Discrimination and Flip-in Pills	p. 79
Pills and State Laws Compared	p. 83
Other Defensive Devices	p. 84
The Role of Federal Law	p. 87
The Securities Laws	p. 87
The One-Share-One-Vote Controversy	p. 89
Antitrust Laws	p. 91
How Acquisitions become Public	p. 93
Foreign Bidders	p. 96
Conflicts of Interest: Auctions, Squeeze-outs, Leveraged Buyouts and Insider Trading	p. 99
When are Auctions Required?	p. 99
Auction Procedure	p. 102
The Level Playing Field	p. 104
Squeeze-out Mergers	p. 105
Leveraged Buyouts and Recapitalizations	p. 109
Insider Trading	p. 112
Advice for Bidders and Targets
A Successful Bidder May Still Be a Loser	p. 119
The Winner's Curse	p. 120
Friendly Deals: What Good is a Contract?	p. 124
The Structure of an Agreed Transaction	p. 125
Why It is Hard to Obtain a Legally Binding Agreement	p. 130
Should I Make a Hostile Bid?	p. 134
The Competition: Why Were They Not Bidding Before?	p. 135
Should I Talk to the Target First?	p. 137
Public Relations	p. 138
Why Most Successful Bids Wind up 'Friendly'	p. 139
Competing Friendly Bids	p. 141
Family Holdings	p. 141
Margin Regulations	p. 142
Proxy Fights	p. 143
Street Sweeps	p. 146
How Should We Defend Against a Hostile Bid?	p. 148
Should We Appoint a Special Committee?	p. 150
Staying Independent	p. 151
Combining with Another Company	p. 156
Selling the Company to a Favored Buyer	p. 157
Aiming for the Highest Price	p. 160
Traps and Opportunities for Bidders	p. 161
Regulated Industries	p. 162
Dealing with the Environment	p. 165
Employee Benefits	p. 168
Special Opportunities and Risks for Foreign Bidders	p. 172
Practical Thoughts on Leveraged Buyouts and Recapitalizations	p. 177
Leveraged Buyouts and their Strategic Problems	p. 177
How Recapitalizations Attempt to Solve Some of the Problems of LBOs	p. 178
Private Acquisitions and Auctions	p. 182
Case Study: the Time--Warner Agreements
Introduction	p. 187
Commentary on the Original Time--Warner Merger Agreement	p. 189
Share Exchange Agreement	p. 262
Commentary on the Revised Time--Warner Agreement	p. 279
Appendix	p. 359
General Antifraud Provisions in the Federal Securities Laws	p. 364
Securities Exchange Act of 1934 [section]10	p. 364
Securities and Exchange Commission Rule 10b-5	p. 365
Federal Tender Offer Statute and Regulations	p. 366
Securities Exchange Act of 1934 [section]13(d)	p. 366
Securities Exchange Act of 1934 [section]14	p. 368
Securities and Exchange Commission Regulations 13D-G	p. 372
Securities and Exchange Commission Regulation 14D	p. 380
Securities and Exchange Commission Regulation 14E	p. 400
Securities and Exchange Commission's One-Share-One-Vote Rule (Rule 19c-4)	p. 404
Organization of Corporations under Delaware Law: Delaware Corporation Law [section]141	p. 407
Delaware Merger and Antitakeover Statutes	p. 411
Delaware Merger Statute: Delaware Corporation Law [section]251	p. 411
Delaware Antitakeover Law (Restricting Mergers): Delaware Corporation Law [section]203	p. 415
Appraisal Rights under Delaware Law: Delaware Corporation Law [section]262	p. 421
New York Statute on Duty of Directors: New York Business Corporation Law [section]717	p. 427
New York Statute Restricting Mergers: New York Business Corporation Law [section]912	p. 429
New Jersey Statute on Duty of Directors: New Jersey Business Corporation Act [section]14A:6-1	p. 439
New Jersey Statute Permitting Poison Pills: New Jersey Business Corporation Act [section]14A:7-7	p. 440
List of State Antitakeover Statutes	p. 441
Delaware Supreme Court Opinion in Paramount Communications Inc. v. Time Inc. (February 26, 1990)	p. 445
Table of Cases	p. 467
Bibliography	p. 472
Glossary	p. 478
Subject Index	p. 507
Name Index	p. 520
Table of Contents provided by Syndetics. All Rights Reserved.

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Bidders and Targets Mergers and Acquisitions in the U.S.

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