Law of Mergers and Acquisitions
This book presents materials for study of the legal regulations that effect the structure, timing and price of corporate acquisitions and reorganizations. The book covers combinative transactions and single firm reorganizations. Professor Oesterle gathers materials from a wide variety of fields. Along with the expected staples from state corporation law and federal securities law are fare from tax, accounting, environmental, products liability, pension, antitrust, national security,...
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Preface Acknowledgments Table of Cases Chapter One: An Introduction to Acquisitions A. An Introduction to Events and Social Issues B. The Various Topologies of Mergers, Acquisitions, and Reorganizations Chapter Two: Shareholder Voting and Appraisal Rights A. State Corporate Codes B. Federal Proxy Regulations Chapter Three: Successor Liability: The Effect of an Acquisition on Bondholders, Patent Licensors, Lessors, Labor Unions, Pensioners, and Contingent Product, Environmental, and Civil Rights Claimants A. Introduction to the Problems of Externalities and Opportunistic Behavior in Acquisitions B. The Effect of Transactions on Debt Obligations, Real and Intellectual Property Rights, and Other Contract Rights C. Employee Contracts: Collective Bargaining Agreements and Pension Plans D. Successor Firm and Acquisition Lender Liability for Product Liability, Employment Discrimination, and Environmental Claims Chapter Four: Introduction to Stock Acquisitions: The Williams Act and State Anti-takeover Statutes A. Federal Regulation: The Williams Act B. State Regulation of Stock Acquisitions: Anti-takeover Statutes Chapter Five: The Power and Fiduciary Responsibility of Boards of Directors Attempting, Defending Against, or Agreeing to Takeovers A. The Power of Boards of Directors to Erect Takeover Defenses B. Fiduciary Duties of Controlling Officials and Shareholders C. The Obligation of Shareholders Selling a Controlling Block of Stock D. Fiduciary Duties of the Managers of an Acquiring Firm Chapter Six: The Registration and Disclosure Requirements of the Federal Securities Act A. Registration Under the Federal Securities Act of 1933: Exchange Transactions B. The General Antifraud Provisions of the Federal Securities Laws as They Apply to Acquisitions C. Insider Trading in Advance of Acquisitions D. The Short Swing Profits Prohibition: A Trap for the Unwary Chapter Seven: Accounting and Tax Issues in Mergers and Acquisitions A. Accounting for Mergers and Acquisitions B. Tax Treatment of Mergers, Acquisitions, and Reorganizations Chapter Eight: Protecting Consumer and National Security Interests in Mergers and Acquisitions A. Consumer Protection: Antitrust Laws B. Foreign Acquisitions of United States Corporation That "Impair National Security" - The Exon - Florio Amendment Chapter Nine: Deleveraging: Workouts and Bankruptcy Reorganizations A. Workouts B. Chapter 11 Reorganizations INDEX
