Mergers and Acquisitions

Author: Robert B. Thompson
Publisher: Wolters Kluwer Law & Business
ISBN: 9781454848141
Release Date: 2014-04-11
Genre: Law

The Second Edition, 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 keen 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. Features: Cases and materials illustrating the continued judicial tolerance of poison pills, still the most important takeover defense (the Air Products decision) The changing use of staggered boards in the fact of institutional shareholder criticism (e.g., willing to vote against directors who don't remove classified boards) and litigation (the Air Products decision) Judicial efforts to develop a uniform standard for cash-out mergers (the CNX decision) Broadened attention to the role of activist shareholders in takeovers and updating of the CSX decision More material on federal rules including disclosure and antitrust and additional discussion on international aspects

Mergers and Acquisitions

Author: Therese H. Maynard
Publisher: Wolters Kluwer Law and Business
ISBN: 0735574847
Release Date: 2009
Genre: Law

Mergers and Acquisitions: Cases and Materials, Second Edition is a concise, accessible, practical, and student-friendly presentation of everything law students need to know about mergers and acquisitions in order to hit the ground running in a transactional setting. Using a real-world and skills-based approach, this classroom-tested casebook : covers M&A transactions in the context of Main Street as well as Wall Street includes cases, references to state and federal statutes, and numerous problems offers a highly accessible introduction and solid foundation for the materials in the first two chapters 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 includes a Comprehensive Teacher's Manual with alternative approaches to teaching, suggestions for shortening reading assignments, suggested deletions to accommodate a two- or three-credit course, sample syllabi, and detailed analysis and answers for all problems in the casebook offers a comprehensive author-hosted website ( that provides PowerPoint slides of all diagrams included in the Appendix, discussion of how to use each slide, answers to all problems and questions in the casebook, updates and links to related materials, and suggestions on how to integrate current events into classroom discussion The extensive appendices in this casebook offer a wide-range of value-added learning and teaching aids: real-word documents illustrate M&A transactions and provide students with additional insights notes demonstrate the vital importance of understanding where the money (or whatever is to serve as the acquisition consideration) is going Diagrams and Checklists offer students and instructors easy reference throughout the semester The Second Edition has been thoroughly updated, and the editing of cases has been tightened. In addition, the author has added: more note materials to help students put cases and developments into context, particularly in Chapter 2 and Chapter 7 more in depth explanations of the problems new case discussions including Vantagepoint Venture Partners 1996 v. Examen, Inc. and En re: Topps Company Shareholders' Litigation recent securities law and rule changes Mergers and Acquisitions: Cases and Materials offers a proven casebook with manageable length, yet thorough coverage. Be sure to request a complimentary examination copy of this casebook before you teach your next M&A course!

Mergers and Acquisitions

Author: William J. Carney
Publisher: Aspen Publishers Online
ISBN: 9780735583696
Release Date: 2009
Genre: Business & Economics

Offering a big-picture understanding of Mergers and Acquisitions, this brief introduction illuminates essential concepts with informal and approachable exposition. Lucid and succinct, Mergers and Acquisitions: The Essentials, features: a clear overview of deals a detailed discussion of major deal points, including a list of the percentages of deals containing particular provisions a strategic discussion of shareholder voting rules, with current judicial treatment practical coverage of the goals of due diligence a critical look at acquisition agreements clear and focused topical coverage, including the legal duties of a board considering or resisting a sale the duties and liabilities of controlling shareholders the special problems of leverage buyouts the securities laws--mergers, exchange offers, and tender offers Mergers and Acquisitions: The Essentials presents an authoritative and student-friendly description of the law, strategy, and logistics of Mergers and Acquisitions. By closing any gaps in understanding, William J. Carney prepares your students to get the most out of their casebook reading.

Corporate Bankruptcy and Financial Reorganization

Author: Richard Squire
Publisher: Wolters Kluwer Law & Business
ISBN: 9781454881711
Release Date: 2016-10-05
Genre: Law

The first edition of Corporate Reorganization in Bankruptcy is designed to teach students the legal and financial principles of business bankruptcy law. The casebook is ideal for second- and third-year law students who are considering a career in business bankruptcy specifically. Each chapter is comprised of case excerpts with questions to prompt discussion and analysis, short readings that summarize the relevant rules, doctrines, and financial concepts, and problems requiring students to apply the legal and financial principles learned from hypothetical fact patterns. With an emphasis on the principles of finance, Corporate Reorganization in Bankruptcy examines each of the major types of investors in a business corporation. In addition, it includes a thorough treatment of Section 363 sales, banking and systemic risk.

Corporate Finance

Author: Stephen J. Lubben
Publisher: Wolters Kluwer Law & Business
ISBN: 9781454845263
Release Date: 2013-10-25
Genre: Law

Designed for use in the growing Corporate Finance class, this casebook features a strong theoretical framework with strong coverage of M&A, bankruptcy, finance, and valuation. The valuation unit covers math from a lawyer s perspective, focusing on the intuitions behind the valuation techniques in a way that will facilitate interaction with bankers and accountants in practice. Features: The author, Stephen J. Lubben, is an internationally recognized expert in the field of corporate bankruptcy, financial distress and debt Mathematically sophisticated but accessible, focusing the quantitative tools on motivating and understanding the business and concepts Includes and refers extensively to deal documents throughout to establish a theme of the actual transactions to compare to the lines of cases describing how deals go bad Practical, transactional approach to corporate finance Organized around four basic units: valuation, finance, mergers and acquisitions, and financial distress

Mergers and Acquisitions

Author: Stephen Bainbridge
Publisher: Foundation Press
ISBN: 1628102179
Release Date: 2017-04-27

This casebook embodies the conviction that theoretical and practical legal education are complementary and no more so than in the setting of M&A transactions, where corporate lawyers are regularly called upon to draw on their substantive knowledge of the law to advise clients on how best to effectuate their business objectives. Accordingly, this book retains the most significant judicial decisions in M&A jurisprudence while also making heavy use of textual explication, sample documentary provisions, and the latest teaching methods to deepen students' understanding of the relevant case law and prepare them for practice. The authors employ three principal pedagogical methods: Questions help students focus on information in the cases that is most relevant to the principles underlying specific topic areas. Problems hone students' abilities to interpret and apply the material to novel situations similar to those they might be asked to analyze in practice. Skills exercises provide time-efficient transactional skills training to students in the context of M&A. Additionally, this title is accompanied by online self-assessment quizzes, tied to the text, that help you gauge your understanding of the material.

The Law of Mergers and Acquisitions

Author: Dale A. Oesterle
Publisher: West Group
ISBN: 0314153918
Release Date: 2005
Genre: Law

Covers tax, accounting, environmental, products liability, pension, antitrust, national security, bankruptcy, and labor law. Builds on the basic four-credit corporations class, a modern corporate planning course. Integrates traditionally distinct classroom subjects in the context of discrete transactions. The materials are easy to edit. Each topical unit contains statutes, regulations, and case law that affect the structure and timing of acquisitions and reorganizations. Includes questions and problems to aid students in walking through the law's basic distinctions. Textual notes and edited articles identify and question the empirical and political assumptions implicit in the standards.

Financial Statement Analysis and Business Valuation for the Practical Lawyer

Author: Robert B. Dickie
Publisher: American Bar Association
ISBN: 1590314743
Release Date: 2006-01-01
Genre: Business & Economics

Written expressly for business lawyers, this best-selling guide takes you step-by-step through the key principles of corporate finance and accounting. This Second Edition will update the title's content and provide additions to reflect post-Enron SEC and FASB rules and new rules regarding merger and acquisition accounting.

Commentaries and Cases on the Law of Business Organization

Author: William T. Allen
Publisher: Wolters Kluwer Law & Business
ISBN: 9781454876502
Release Date: 2016-03-20
Genre: Law

The extraordinary authorship of William T. Allen and Reinier Kraakman provides a unique real-world perspective to Commentaries and Cases on the Law of Business Organization. Logical and flexible organization allows for chapters to be taught in any order to accommodate alternative teaching approaches. Rich commentary in the form of explanatory notes facilitates teaching and understanding. Careful case selection and editing presents both classic and important recent cases. An economic-analysis perspective is made accessible through clear and consistent explanatory text. Examples, hypotheticals, and diagrams illustrate conceptual and theoretical models. The text can easily be used in a Business Organization course with a focus on corporate law. Features: New chapter on basic finance and valuation concepts that updates materials from earlier editions Extensively revised chapter on the corporate voting system which addresses the success of several governance reforms Updated discussion of the duty of loyalty including Delaware benefit corporations and the demise of Emerald Partners II Up-to-date and authoritative commentary on the Delaware case law A presentation centered on the principal-agent problem, which gives students a functional framework for understanding both statutory law and judicial decisions

Mergers and Acquisitions in a Nutshell 2d

Author: Dale Oesterle
Publisher: West Academic
ISBN: 9781628105728
Release Date: 2008-02-27
Genre: Law

Oesterle’s Mergers and Acquisitions in a Nutshell provides succinct exposition of the law on mergers and acquisitions to which a student or lawyer can turn to for reliable guidance. All of the titles have been written by outstanding authorities and recognized experts. The book’s compact format makes it a convenient reference.

Business Organizations

Author: William K. Sjostrom Jr.
Publisher: Wolters Kluwer Law & Business
ISBN: 9781454870982
Release Date: 2015-11-17
Genre: Law

Business Organizations: A Transactional Approach, Second Edition teaches from a transactional perspective and shows how the legal concepts are written in the real world. It has numerous actual provisions from the various documents corporate lawyers draft and review, so that students gain a sense for what corporate lawyers do in practice. With content selected through a corporate lawyer lens, and emphasis on real-world provisions, this is the only Business Organizations casebook on the market allowing students to work with complete transactional documents (e.g., limited liability partnership agreements, LLC operating agreements, certificates of designation, warrant agreements, and shareholders agreements). Featuring numerous exercises, designed to reinforce the covered material and help students develop the planning and problem-solving skills of a corporate lawyer as well as expose students to the documents and issues at the heart of a transactional practice, the book also contains more narrative and fewer cases--legal concepts are covered in concise explanatory text instead of judicial opinions.

Business Bankruptcy

Author: Adam J. Levitin
Publisher: Wolters Kluwer Law & Business
ISBN: 9781454871576
Release Date: 2015-09-04
Genre: Law

Business Bankruptcy: Financial Restructuring and Modern Commercial Markets provides students with a contemporary stand-alone business bankruptcy text. Designed to teach financial restructuring law in a realistic twenty-first century commercial context, the book explores not only Chapter 7 and 11 bankruptcy, but also out-of-court restructuring, modern financial products and transactions, as well as advanced in-court topics. This dynamic casebook is ideal for students who will go into financial restructuring practices and should be targeted to Tier 1 and Tier 2 law schools, especially those faculty members who have recent practice experience and know how out of date the existing competition remains. Look for these key features in the new edition: Expository text with tightly integrated statutory excerpts Covers both classic and contemporary cases Extensive problem sets In-depth case-studies contextual judicial decisions Unique coverage of legal issues in out-of-court restructuring Detailed coverage of modern financial products and markets Text and problem sets incorporate a range of deal documents Modular design enables optional coverage of advanced topics

Business Planning for Mergers and Acquisitions

Author: Samuel C. Thompson, Jr.
ISBN: 1611631696
Release Date: 2015-04-15

This book provides a transactional approach to many of the issues that arise in mergers and acquisitions (M&A), including corporate, securities, antitrust, Federal income taxation, accounting, and valuation. The principal purpose of this book is to help train law students in the art of doing M&A deals. This edition follows the structure of the third edition with the following major changes and additions: (1) new and current materials have been added to virtually all of the chapters; (2) the materials dealing with freeze-out mergers and going private transactions, which previously were addressed in Chapter 24, have been integrated into the coverage of LBOs in Chapter 14; (3) virtually all of the cases and materials dealing with fiduciary duties are now included in Chapter 3, and where such issues arise in other chapters, references are made to the materials in Chapter 3; and (4) in view of the increasing importance of shareholder activism, Chapter 25 now focuses exclusively on that topic. Additionally, Chapter 27 now provides brief introductions to the following topics, which were covered in greater detail in the third edition: banking M&A (former Chapter 27); telecommunications M&A (former Chapter 28); public utility M&A (former Chapter 29), bankruptcy M&A (former Chapter 30); and joint ventures (former Chapter 31). Chapter 27 also briefly introduces issues in healthcare M&A.

International Finance Transactions Policy and Regulation

Author: Hal Scott
Publisher: Foundation Press
ISBN: 1634602048
Release Date: 2016-07-15

This textbook provides comprehensive coverage of international finance from policy, regulatory, and transactional perspectives. It is organized in five parts. Part One deals with the international aspects of banking and securities markets in major financial centers. It covers the global financial crisis of 2007-2009 and the 2010 Eurozone crisis, systemic risk, and macroprudential regulation. Part Two considers the infrastructure of global financial markets, including payment, clearing and settlement systems, foreign exchange regimes, and international coordination of capital requirements. Part Three deals with major market instruments, including securitization and derivatives contracts, and the regulation of money managers. Part Four covers topics of special relevance for the emerging markets, such as project finance and sovereign debt. A full chapter is devoted to China's financial reforms and its evolving role in the international financial architecture. Part Five addresses the challenge of controlling the financing of terrorism.