Mergers and Acquisitions Law and Finance 3rd Edition by Robert Thompson ISBN 1543846718 9781543846713
Original price was: $70.00.$35.00Current price is: $35.00.
Instant download Mergers and Acquisitions Law and Finance (Aspen Casebook Series) 3rd Edition by Robert B. Thompson Robert B. Thompson after payment
Mergers and Acquisitions Law and Finance 3rd Edition by Robert Thompson – Ebook PDF Instant Download/Delivery: 1543846718, 9781543846713
Full download Mergers and Acquisitions Law and Finance 3rd edition after payment
Product details:
ISBN 10: 1543846718
ISBN 13: 9781543846713
Author: Robert Thompson
The Fourth Edition of Mergers and Acquisitions: Law and Finance, written by Robert B. Thompson, a leading scholar and teacher in the field, equips students with the legal rules and economic and financial principles they will need to help clients make key strategic choices during an acquisition. Mergers and Acquisitions: Law and Finance offers up-to-date and rich, yet succinct, coverage with the perfect mix of theory and practice. New to the Fourth Edition: The 2021 anti-activist poison pill case (In re The Williams Company) Linking the introduction to tender offers in Chapter 3 as an anomaly to Delaware’s preferred approach to trust governance to directors setting the stage for Chapter 5 and the judicial acceptance of poison pills to address that anomaly Revising the presentation of Blasius as initially providing a necessary supplement to Unocal, but evolving into a rule that is “rarely” applied Akorn as illustrating the Delaware Chancery Court’s increasing case load of complex commercial cases in takeovers (as opposed to governance fights between shareholders and directors) Professors and students will benefit from: Stellar authorship Rich but accessible coverage of valuation Notes following each case that explain the legal and business reasoning for “The Deal” Materials on insider trading, poison pill, deal protection devices, activist shareholders
Mergers and Acquisitions Law and Finance 3rd Table of contents:
Here’s the text reformatted according to the table of contents structure you provided:
CHAPTER 1: Why Mergers Happen: Macroeconomic Trends
A. Merger Waves
B. Macroeconomic Factors That Contributed to Merger Waves
C. Who Captures the Benefits of Acquisitions?
1. Target Shareholders and Acquirer Managers
2. Impact on Other Stakeholders
CHAPTER 2: Financial and Economic Incentives that Shape Mergers
A. Synergies
B. Change of Control Benefits and Changes in Financial Aspects of the Business
C. Summary of Gains from Acquisitions
D. Costs of Acquisitions; Why Acquisitions Fail
1. Costs Incurred in Acquisitions
2. How Acquisitions Destroy Wealth
E. Acquisition Financing Decisions
1. How Much of the Target Does the Bidder Wish to Acquire?
2. Currency Choices
a. Stock or Cash
b. Economic Effects of Financing Choices
c. Impact on the Acquirer’s Capital Structure and Costs of Capital
d. Ownership Structure
e. Tax Liability
f. Risk Bearing Under Alternative Currencies
Problems
CHAPTER 3: Legal Shaping of Deals
A. The Law’s Distinctive Roles
B. Mergers and Other Acquisitions as a Decision Governed by Law
1. Corporate Law Reduced to Four (Overly Simplified) Rules
2. The Merger Form as a Template for Understanding Legal Regulation of Acquisition Transactions
3. Alternative Legal Structures for Acquisition That Permit Planners to Avoid One or More of the Requirements of the Merger Template
C. Judicial Limits on Private Planning to Avoid Particular Merger Effects: De Facto Merger
1. Hariton v. Arco Electronics, Inc.
2. Farris v. Glen Alden Corp.
3. Terry v. Penn Central Corp.
4. Notes and Questions
D. Federal Law Affecting Deals
1. Securities Law
a. “Disclosure, Again Disclosure, and Still More Disclosure”
1.1 Prudent Real Estate Trust v. Johncamp Realty, Inc.
1.2 Notes and Questions
b. Substantive Regulations from Securities Law, Particularly Tender Offers
c. Avoiding Securities Regulation
2. Tax
3. Antitrust
4. National Security
CHAPTER 4: Deal Strategy: The Bidder’s Approach
A. Beginning the Deal Dance: Who to Approach?
B. Getting to a Definitive Agreement
1. Deal Terms: Financial, Legal, and Social
2. Due Diligence
3. Negotiating the Acquisition Agreement
1. In re IBP, Inc. Shareholders Litigation
2. Notes and Questions
3. Martin Marietta Materials, Inc. v. Vulcan Materials Co.
4. Notes and Questions
CHAPTER 5: The Target’s Approach: Remaining Independent or Getting the Best Deal From the First or Another Bidder
A. The Legal and Economic Framework
1. Financial Defenses
2. Legal Defenses
B. Fiduciary Duties and Legal Challenges to Board Action
1. Smith v. Van Gorkom
2. Notes and Questions
3. Gantler v. Stephens
4. Notes and Questions
5. Lyondell Chemical Co. v. Ryan
6. Notes and Questions
CHAPTER 6: Judicial Review of Defensive Tactics
A. The Corporate Law Template for Considering Takeover Defenses
1. Unocal Corp. v. Mesa Petroleum Co.
2. Notes and Questions
3. Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.
4. Notes and Questions
B. Applying Unocal and Revlon—The Two Paramounts
1. Paramount Communications, Inc. v. Time Inc.
2. Notes and Questions
3. Paramount Communications, Inc. v. QVC Network Inc.
4. Notes and Questions
C. The Evolution of Unocal; Deal Protection Devices
1. Unitrin, Inc. v. American General Corp.
2. Notes and Questions
3. Omnicare, Inc. v. NCS Healthcare, Inc.
4. Notes and Questions
D. State Anti-Takeover Statutes as Defensive Mechanisms
1. Amanda Acquisition Corp. v. Universal Foods Corp.
2. Notes and Questions
CHAPTER 7: Poison Pills: A Case Study of Defensive Tactics and Judicial Review
A. The Challenge Facing the Drafters of the Poison Pill
1. Wachtell, Lipton, Rosen & Katz, The Share Purchase Rights Plan
2. Notes and Questions
B. Judicial Review of Director Action to Implement or Not Redeem a Poison Pill
1. Moran v. Household International, Inc.
2. Notes and Questions
3. City Capital Associates Ltd. Partnership v. Interco Inc.
4. Notes and Questions
5. Air Products and Chemicals, Inc. v. Airgas, Inc.
6. Notes and Questions
C. Evolution in the Poison Pill and Judicial Responses
1. Dead Hand and No Hand Pills
a. Carmody v. Toll Brothers, Inc.
b. Quickturn Design Systems, Inc. v. Shapiro
2. Notes and Questions
2. Anti-Activist Pills
a. The Williams Companies Stockholder Litigation
1. Notes and Questions
CHAPTER 8: Is a Defense Affecting Voting Different?
A. Initial Judicial Moves to Protect the Shareholder Franchise
1. Schnell v. Chris-Craft Industries, Inc.
2. Blasius Industries, Inc. v. Atlas Corp.
3. Notes and Questions
B. The Evolution of Blasius and its Interaction with Unocal
1. MM Companies, Inc. v. Liquid Audio, Inc.
2. Notes and Questions
CHAPTER 9: Finance Foundation for Valuation
A. Introduction
B. A Primer on Financial Theory Underlying the Discounted Cash Flow Method of Valuation
Problem
C. The Mechanics of a Discounted Cash Flow Analysis
1. Forecasting Free Cash Flow
a. The Explicit Forecast Period (i.e., The First Five Years)
b. Terminal Value
2. Picking an Appropriate Discount Rate
3. Adjustments
4. Forecasting Change in Free Cash Flow from the Merger
D. Deal Comparables, Company Comparables, and Other Measures
CHAPTER 10: Cash-Out and Other Mergers
A. Majority Power, Minority Rights to Exit Via Appraisal or Gain Judicial Review for Breach of Fiduciary Duty
1. Weinberger v. UOP, Inc.
2. Notes and Questions
3. Cede & Co. v. Technicolor, Inc.
4. Notes and Questions
B. Valuation Techniques
1. In re Emerging Communications, Inc. Shareholders Litigation
2. Fir Tree Master Fund LP v. Jarden Corporation
3. Notes and Questions
C. Short-Form Mergers
1. Glassman v. Unocal Exploration Corp.
2. Notes and Questions
3. Berger v. Pubco Corp.
D. Planning to Minimize Judicial Review
1. Kahn v. M&F Worldwide Corp.
2. Notes and Questions
3. In re Volcano Corporation Stockholder Litigation
4. Notes and Questions
5. Notes on Shareholder Litigation in Mergers
CHAPTER 11: Sale of Control for a Premium
1. Perlman v. Feldmann
2. Notes and Questions
3. Mendel v. Carroll
4. Notes and Questions
5. In re Synthes, Inc. Shareholder Litigation
6. Notes and Questions
CHAPTER 12: Disclosure and Limits on the Use of Information
A. Risk Arbitrage, Mandatory Disclosure, and the Search for Information
B. Law’s Effect on Information
1. Mandatory Disclosure from Federal Law
2. Mandatory Disclosure’s Impact on Information About Merger Transactions and the Additional Effect of Antifraud Prohibitions
a. When Will Merger Information Have to Be Disclosed?
b. Remedies for Failure to Comply with Mandatory Disclosure or Antifraud Provisions Relating to Mergers
3. Disclosure Duties Arising from State Law Fiduciary Duty
C. Law’s Limits on the Use of Inside Information
1. Classical Insiders and Misappropriators
a. Chiarella v. United States
b. Notes and Questions
c. United States v. O’Hagan
2. Notes and Questions
2. Extensions of Classical and Misappropriation Liability
a. Tippee Liability
1. Salman v. United States
2. Notes
3. United States v. Martoma
3. Assembling the Bases for Insider Trading Liability
CHAPTER 13: Financial Reorganizations: Highly Leveraged Transactions, Going Private, Asset Restructuring
A. Leveraged Buyouts, Going Private, and Other Transactions Making Use of Leverage
1. Economic Factors Used to Create Wealth in LBOs
2. It’s Not for Everyone: The Ideal Candidate for an LBO; Empirical Evidence on Post-Transaction Performance
3. Exit
4. Law Shaping the LBO Deal
a. Metropolitan Life Insurance Co. v. RJR Nabisco, Inc.
b. Notes and Questions
5. HCA’s LBO as a Case Study
6. Topps as a Case Study of the Overlap of Federal Disclosure and State Intermediate Scrutiny
a. In re The Topps Co. Shareholders Litigation
b. Notes and Questions
B. Leveraged Recapitalizations
C. Asset Restructuring
1. Divestitures
2. Carve-Outs
3. Spinoff
CHAPTER 14: Activist Shareholders
A. Who Are Activist Shareholders?
B. Patterns of Engagement
1. CSX Corp. v. Children’s Inv. Fund Management (UK) LLP
2. Notes and Questions
CHAPTER 15: International Transactions
A. Determining Which Law
B. More Expansive Roles for Shareholders in Friendly Deals
C. Roles for Groups Other than Shareholders
D. Different Approaches to Ability of Management to Oppose Deals Favored by Shareholders
E. Different Rules in Deals by a Controlling Shareholder
F. Different Methods of Conflict Resolution
G. Cadbury/Kraft as a Case Study
Appendix A: Delaware General Corporation Law
Appendix B: Federal Statutes & Regulations
Table of Cases
Index
People also search for Mergers and Acquisitions Law and Finance 3rd :
mergers and acquisitions law and finance by robert b thompson
mergers and acquisitions law salary
what does a mergers and acquisitions lawyer do
mergers and acquisitions lawyer salary
what is mergers and acquisitions law
Tags:
Robert Thompson,Mergers and Acquisitions,Law and Finance