Mergers and Acquisitions

Author: Robert B. Thompson
Publisher: Wolters Kluwer Law & Business
ISBN: 9781454892724
Release Date: 2018-02-26
Genre: Law

Offering up-to-date and rich, yet succinct, coverage with the perfect mix of theory and practice, Mergers and Acquisitions: Law and Finance, Third Edition equips students with the legal rules and economic and financial principles they will need to help clients make key strategic choices during an acquisition. Key Features: Cases and materials illustrating Delaware’s embrace of private ordering to minimize judicial review in cash out mergers and other contexts (the M&F Worldwide case and related cases such as In re Volcano Corp.) Twenty-first century changes to the classical “enhanced scrutiny” review of Unocal, Revlon, and Blasius (the Air Gas decision and Chancellor Chandler’s presentation of the 30-year evolution of Delaware law) New presentation of insider trading law that emphasizes its application in a merger context (the U.S. v. Salman case and rearrangement of the material to lead with classical and misappropriation theories before applications like tippee and other theories extending liability Materials on insider trading, poison pill, deal protection devices, activist shareholders, and more. Clear text and charts that facilitate students’ grasp of the financial and legal choices available to planners considering an acquisition.

Mergers and Acquisitions

Author: Therese Maynard
Publisher: Wolters Kluwer Law & Business
ISBN: 9781454818960
Release Date: 2014-10-30
Genre: Law

Mergers and Acquisitions: Cases and Materials--known for its cases, references to state and federal statutes, and ample problems--underscores the importance of modern fiduciary duty law. Its real-world, skills-based approach to transactions from Main Street to Wall Street emphasizes the ethical responsibilities of both lawyers and corporate managers who are responsible for implementing those transactions. Notes in the Appendix demonstrate the necessity of understanding where the money (or whatever serves as the acquisition consideration) is going. The Third Edition features a new chapter on "Going Private" (eliminating all public shareholders,) and focuses on changes in Delaware laws. More note materials help students put cases and developments into context, particularly on structuring acquisition transactions and fiduciary duty law. New cases discussed include Vantagepoint Venture Partners 1996 v. Examen, Inc. and En re: Topps Company Shareholders-- Litigation. New cases replace some older ones and several cases are more tightly edited. The text reflects all recent securities law and rule changes. Features: cases, references to state and federal statutes, and ample problems real-world, skills-based approach covers transactions from Main Street to Wall Street emphasizes the ethical responsibilities of both lawyers and corporate managers responsible for implementing transactions underscores the importance of modern fiduciary duty law demonstrates the importance of understanding where the money (or acquisition consideration) is going diagrams in the Appendix for the student and teacher to refer to throughout the semester alternative approaches to teaching suggestions for shortening reading assignments topics to be deleted to accommodate a two- or three-credit course sample syllabi detailed analysis and answers to all problems in the casebook author-hosted website PowerPoint slides of all diagrams included in the Appendix suggestions for using each slide answers to all problems and questions in the casebook updates and links to related materials ideas for integrating current events into classroom discussion Thoroughly updated, the revised Third Edition presents: a new chapter on "Going Private" (eliminating all public shareholders) focus on changes in Delaware laws more note materials to put cases and developments into context, particularly on structuring acquisition transactions and fiduciary duty law more note material associated with the problems new case discussions Vantagepoint Venture Partners 1996 v. Examen, Inc. En re: Topps Company Shareholders' litigation

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 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

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

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 in a Nutshell

Author: Jeffrey Haas
Publisher: West Academic Publishing
ISBN: 0314289631
Release Date: 2015-09-01
Genre:

This up-to-date and comprehensive title covers the entire field of corporate finance, including the recent changes stemming from the Dodd-Frank Act. In addition to discussing accounting and valuation concepts, it provides extensive coverage of the legal and financial underpinnings of debt securities, preferred and common stock, and derivative instruments (options, forward contracts, futures contracts and swap contracts). It also provides sample valuation problems, answers, and explanations. Written in "plain-English," you will find the work particularly useful, with or without any business background.

Corporate Finance

Author: Jerry Markham
Publisher: West Academic Publishing
ISBN: 1634594509
Release Date: 2017-03-26
Genre:

This casebook comprehensively surveys the legal and business issues raised by how business entities manage their capital structure. To prepare students to represent corporate issuers, institutional investors, and regulators, the casebook blends state law, federal securities regulation, accounting standards, professional responsibility norms, financial concepts, and business strategy into a practical deal perspective that emphasizes the client's funding objectives. Coverage starts with the corporate issuer's short-term liquidity, moves to notes, bonds, and mezzanine finance, and then continues down the balance sheet into equity, first common stock, then preferred, and, finally, judicial valuation of net worth. The casebook puts these issues in the context of federal regulation of securities, futures, and financial derivatives markets.

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.

Mergers and Acquisitions

Author: Claire A. Hill
Publisher: West Academic Publishing
ISBN: 0314289062
Release Date: 2016-03-25
Genre: Consolidation and merger of corporations

Being an M&A practitioner or litigator requires not only a knowledge of the lawâe"the statutes, cases, and regulationsâe"but also the documentation and the practices within the transacting community. This brand new book prepares students for practice. It includes, and explains, deal documentation, and discusses how negotiations proceed, referencing both the relevant law and transacting norms. It covers Federal and State law, as well as other relevant regulatory regimes involving antitrust, national security, FCPA and other issues. It has questions designed to get students to understand the law and the underlying policy, and problems to get students familiar with transaction structuring. The text covers the latest materials on developments in the transacting worldâe"where the law is going, where practice is going, how each might inform the other. And the book also has significant breadth, including chapters on accounting and valuation that should be accessible even to students with less quantitative facility, as well as shareholder activism and international M&A. For more information and additional teaching materials, visit the companion site.

Criminal Law

Author: John Kaplan
Publisher: Wolters Kluwer Law & Business
ISBN: 9781454881704
Release Date: 2016-12-31
Genre: Law

Criminal Law: Cases and Materials, Eighth Edition is written by a well-respected authorship team that provides comprehensive examination of criminal law under both the Model Penal Code and common law. Interspersed with thoughtful excerpts that provide social, political, and criminological background the black letter law, this casebook focuses on an interdisciplinary approach that provides a useful starting point for classroom discussion. The eighth edition has been updated to provide coverage of recent changes in the law, especially in the areas of sentencing and the Eighth Amendment, and includes notes and questions, making the book more useful for exam preparation. Features: Improvements in the Teacher’s Manual designed to make casebook accessible and useful for new professors Updated to provide coverage of recent changes in the law, especially in the areas of sentencing and the Eighth Amendment Updated notes and questions making book more useful for exam preparation

Corporate Acquisitions and Mergers in Indonesia

Author: Mohamed Idwan Ganie
Publisher: Kluwer Law International
ISBN: 9041169369
Release Date: 2016-07-12
Genre: Law

Derived from Kluwer's multi-volume Corporate Mergers and Acquisitions, the largest and most detailed database of M&A know-how available anywhere in the world, this work by a highly experienced partner in the leading international law firm Lubis Ganie Surowidjojo Law provides a concise, practical analysis of current law and practice relating to mergers and acquisitions of public and private companies in Indonesia. The book offers a clear explanation of each step in the acquisition process from the perspectives of both the purchaser and the seller. Key areas covered include: structuring the transaction; due diligence; contractual protection; consideration; and the impact of applicable company, competition, tax, intellectual property, environmental and data protection law on the acquisition process. Corporate Acquisitions and Mergers is an invaluable guide for both legal practitioners and business executives seeking a comprehensive yet practical analysis of mergers and acquisitions in Indonesia. Equivalent analyses of M&A law and practice in some 50 other jurisdictions, all contributed by leading law firms, are accessible on-line at www.kluwerlawonline.com. under Corporate Acquisitions and Mergers.