Law of Mergers and Acquisitions » (3rd Edition)

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