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: Robert B. Thompson
Publisher: Aspen Publishers
ISBN: 1454837659
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 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

Corporate Taxation Through the Lens of Mergers Acquisitions

Author: Samuel C. Thompson, Jr.
Publisher:
ISBN: 1611631750
Release Date: 2016-09-05
Genre:

This book approaches corporate taxation through the lens of the M&A provisions of the Internal Revenue Code. To ensure that the reader has the appropriate background to explore concepts, Chapter 2 provides an introduction to basic corporate tax principles. Because of the globalization of business activity, this book introduces many of the issues under the Code affecting both inbound and outbound cross-border transactions. The book also looks at various proposals to reform corporate taxation.

Mergers and Acquisitions Basics

Author: Michael E. S. Frankel
Publisher: John Wiley & Sons
ISBN: 9781119273479
Release Date: 2017-04-17
Genre: Business & Economics

"This book will help answer the questions that senior level executives have about what M&As are and the steps involved in successful mergers and acquisitions. It provides guidelines and lessons for going through an effective M&A and discusses the key factors that a buyer or seller must consider during a merger or acquisition"--

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

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.

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.

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.

Business Organizations

Author: Gordon Smith
Publisher: Wolters Kluwer Law & Business
ISBN: 9781454838456
Release Date: 2012-07-12
Genre: Law

Reflecting ongoing changes in the structure and regulation of modern business practice, Business Organizations: Cases, Problems, and Case Studies, now in its Third Edition, offers a unique combination of doctrine, problems, and case studies. Recent, high-interest cases are balanced against classic teaching chestnuts. Brief, innovative problems are used in combination with longer case studies. The hands-on problem sets use actual cases and on-line case files to unveil situations faced by identified companies' bringing the real world, and a wealth of source materials, right into your classroom. At a critical juncture in the history of business law in the U.S., the Third Edition offers timely yet streamlined coverage. Recent legislation and Supreme Court decisions, new and updated problems, and a substantially revised companion website support a clear and sustained examination of the role and purview of the law in business transactions. Offering clear descriptions of developing business law, this vivid and timely casebook features: a discriminating selection of fresh cases and classic chestnuts in-depth coverage of how the law applies to modern business structures, (such as joint ventures, venture capital arrangements, franchises, and new limited liability business forms) as well as growth industries (such as computers, biotechnology, and telecommunications) short problems after selected topics give students practice applying the legal principles covered in that section case studies styled on the B-school model that provide opportunities for in-depth analysis of the law in business transactions hybrid entities treated in detail, including a separate chapter on limited liability Recording a critical moment in the history of business law, the Third Edition examines: recent legislative developments and Supreme Court cases new coverage of Section E, Limited Partnerships, with a focus on private equity LP new and updated problems that consistently reinforce topical coverage additional features on the companion website

Soft Law and the Global Financial System

Author: Christopher Brummer
Publisher: Cambridge University Press
ISBN: 9781107128637
Release Date: 2015-09-30
Genre: Law

Newly expanded and revised, this book explains why informal standards are used to coordinate global financial rules.

Mergers and Acquisitions

Author: PriceWaterhouseCoopers LLP
Publisher: John Wiley & Sons
ISBN: 9780471998075
Release Date: 2006-07-13
Genre: Business & Economics

How you handle global tax issues can make or break a deal. Gain a better understanding of these issues with guidance from PricewaterhouseCoopers' Mergers and Acquisitions: A Global Tax Guide When a business engages in a multinational merger or acquisition, dealing with a diverse set of transaction-related tax rules is one of the major challenges to successful implementation. PricewaterhouseCoopers' Mergers and Acquisitions: A Global Tax Guide helps you navigate the complexities unique to these international deals. This invaluable guide focuses on the global tax aspects of mergers and acquisitions to provide you with the information you need to move the deal forward-under a variety of circumstances and in numerous markets. Presenting individual chapters for each of thirty-one countries, this essential handbook provides quick access to the tax information you need, and, as much as possible, reduces the effort required to compare the rules that apply in one jurisdiction with the rules that apply in others. Each country-specific chapter includes an overview of the general approaches to mergers and acquisitions taxation issues as well as detailed information about how the tax authorities in each country apply the rules to various aspects of a transaction. PricewaterhouseCoopers' Mergers and Acquisitions: A Global Tax Guide offers tax planners a foundation of information that they need when involved in international mergers and acquisitions. It also covers many of the finer points of the broader tax issues that arise during planning and negotiation. Many will find this valuable reference to be an indispensable desktop tool in their effort to gain a deeper understanding of the global tax environment.