Mergers and Acquisitions

Law, Theory, and Practice
Author: Claire A. Hill,Brian Quinn,Steven Davidoff Solomon
Publisher: West Academic Publishing
ISBN: 9780314289063
Category: Consolidation and merger of corporations
Page: 837
View: 7477
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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.

Gods at War

Shotgun Takeovers, Government by Deal, and the Private Equity Implosion
Author: Steven M. Davidoff
Publisher: John Wiley & Sons
ISBN: 9780470543306
Category: Business & Economics
Page: 384
View: 7447
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An engaging exploration of modern-day deals and deal-making Gods at War details the recent deals and events that have forever changed the world of billion-dollar deal-making. This book is a whirlwind tour of the players determining the destiny of corporate America, including the government, private equity, strategic buyers, hedge funds, and sovereign wealth funds. It not only examines many of the game-changing takeover events that have occurred in the past years, but also puts them into context and exposes what is really going on behind the scenes on Wall Street. Gods at War completely covers the strategic issues that guide the modern-day deal, and since they unfold under the shadow of the law, it also focuses on the legal aspects of deal-making and takeovers. Each chapter unfolds through the lens of a recent transaction, from the battle between Yahoo! and Microsoft to the United Rental/Cerberus dispute Provides in-depth explanations and analysis of the events and actors that have shaped this fast-moving field Examines the federal government's regulation by deal approach to saving the financial system and explains the government's biggest "deals", including its bail-outs of AIG, Bank of America, and Citigroup Filled with in-depth insights that will enhance your understanding of this field, Gods at War offers an engaging look at deals and deal-makers in the context of recent historical events. It's a book for those who want to understand deals, takeovers, and the people and institutions who shape our world.

Mergers and Acquisitions

Law and Finance
Author: Robert B. Thompson
Publisher: Wolters Kluwer Law & Business
ISBN: 1454892722
Category: Law
Page: 696
View: 904
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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.

The Law of Mergers and Acquisitions


Author: Dale Oesterle,Jeffrey Haas
Publisher: West Academic Publishing
ISBN: 9781683289791
Category:
Page: 1069
View: 882
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This coursebook teaches basic corporate acquisition planning. In addition to state corporate law and federal securities law, the book covers tax, accounting, environmental, products liability, pension, antitrust, national security, bankruptcy, and labor law issues. It integrates traditionally distinct classroom subjects in the context of discrete transactions. Each topical unit contains statutes, regulations, and caselaw that affect the structure and timing of acquisitions and reorganizations, including private equity buy-outs. The book also 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. The new edition updates all areas and includes coverage of the Tax Cuts and Jobs Act of 2017 and its impact on leveraged buy-outs and corporate inversions. The new edition also contains a new chapter on shareholder activism, covering the methods activists use to push their agendas on corporate managers.

Practical Guide to Mergers, Acquisitions and Business Sales


Author: Joseph B. Darby
Publisher: CCH
ISBN: 9780808014706
Category: Business & Economics
Page: 512
View: 1005
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"Buying and selling a business is a challenging process. It involves rituals and interactions that are sometimes eerily similar to the courtship dynamic between a human couple. While many business courtships end in an economic marriage, plenty of others fail and for a variety of reasons. Many unsuccessful business negotiations could have made sense, but ultimately floundered, because negotiations went badly awry at some crucial point. CCH's brand-new Practical Guide to Mergers, Acquisitions and Business Sales by seasoned business transaction attorney and author, Joseph B. Darby III, J.D., not only explains the tax aspects of buying and selling a business, but examines the special art of closing major business transactions successfully through an understanding of the tax consequences of the deal. ; There also are two other parties with a major economic stake in a business merger, acquisition or sale: the federal government and (usually at least one) state government. The role of a tax adviser on an business acquisition transaction is to make everyone aware that there are two "silent partners" in the room at all times and that the Buyer and Seller have a common interest in cutting the silent partners out of the deal or reducing their take. The purpose and mission of Practical Guide to Mergers, Acquisitions and Business Sales is to teach practitioners and business stakeholders how to pare the tax costs of transactions to the absolute minimum, within the boundaries of ethical and appropriate tax reporting."--Publisher's website.

Investment Banking

Valuation, Leveraged Buyouts, and Mergers and Acquisitions
Author: Joshua Pearl,Joshua Rosenbaum
Publisher: John Wiley & Sons
ISBN: 1118727762
Category: Business & Economics
Page: 504
View: 1604
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Investment Banking, UNIVERSITY EDITION is a highly accessible and authoritative book written by investment bankers that explains how to perform the valuation work at the core of the financial world. This body of work builds on Rosenbaum and Pearl’s combined 30+ years of experience on a multitude of transactions, as well as input received from numerous investment bankers, investment professionals at private equity firms and hedge funds, attorneys, corporate executives, peer authors, and university professors. This book fills a noticeable gap in contemporary finance literature, which tends to focus on theory rather than practical application. It focuses on the primary valuation methodologies currently used on Wall Street—comparable companies, precedent transactions, DCF, and LBO analysis—as well as M&A analysis. The ability to perform these methodologies is especially critical for those students aspiring to gain full-time positions at investment banks, private equity firms, or hedge funds. This is the book Rosenbaum and Pearl wish had existed when we were trying to break into Wall Street. Written to reflect today’s dynamic market conditions, Investment Banking, UNIVERSITY EDITION skillfully: Introduces students to the primary valuation methodologies currently used on Wall Street Uses a step-by-step how-to approach for each methodology and builds a chronological knowledge base Defines key terms, financial concepts, and processes throughout Provides a comprehensive overview of the fundamentals of LBOs and an organized M&A sale process Presents new coverage of M&A buy-side analytical tools—which includes both qualitative aspects, such as buyer motivations and strategies, along with technical financial and valuation assessment tools Includes a comprehensive merger consequences analysis, including accretion/(dilution) and balance sheet effects Contains challenging end-of-chapter questions to reinforce concepts covered A perfect guide for those seeking to learn the fundamentals of valuation, M&A , and corporate finance used in investment banking and professional investing, this UNIVERSITY EDITION—which includes an instructor’s companion site—is an essential asset. It provides students with an invaluable education as well as a much-needed edge for gaining entry to the ultra-competitive world of professional finance.

Negotiating Business Transactions

An Extended Simulation Course
Author: Daniel D. Bradlow,Jay Gary Finkelstein
Publisher: Wolters Kluwer Law & Business
ISBN: 1454838388
Category: Law
Page: 350
View: 342
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The only offering of its kind, Negotiating Business Transactions: An Extended Simulation Course contains facts and contextual materials, negotiating instructions for each side, and background readings on all aspects of the transaction. The text is an introduction to both negotiations and transactional legal practice, and meets the ABA practical skills requirements. By bringing a business deal into the classroom, the text helps students study objectives, structures, and strategies and learn by doing in a setting where mistakes become lessons--not malpractice. The text enables students to develop negotiating and drafting skills as they experience the ""real time"" challenges of negotiating deals. Students explore the interaction between business and legal issues in the context of structuring those deals. Then, they can apply what they have learned to produce a solution that meets the client's objectives and is acceptable to the counterparty. Finally, by understanding the social and environmental impacts of business transactions, students can more fully explore issues of professional responsibility in negotiations. Student response has been consistently and overwhelmingly positive. Features: meets ABA practical skills requirements contains simulation materials facts and contextual materials negotiating instructions for each side background readings on all aspects of the transaction introduction to both negotiations and transactional legal practice brings a business deal into the classroom to study objectives, structures and strategies an opportunity to learn by doing in a setting where mistakes are lessons, not malpractice enables students to: experience the ""real time"" challenges of negotiating a business deal explore the interaction between business and legal issues in the context of negotiating and structuring a business deal apply legal knowledge to produce a business solution that meets the client's objectives and is acceptable to the counterparty develop negotiating and drafting skills understand the social and environmental impacts of business transactions examine professional responsibility issues in negotiations student response is consistently and overwhelmingly positive syllabus alternative class formats sample lecture outlines for issues raised by the simulation sample PowerPoint slides debriefing issues

Mergers and Acquisitions


Author: Stephen M. Bainbridge
Publisher: N.A
ISBN: N.A
Category: Law
Page: 288
View: 7726
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This book is designed for law students taking an advanced business law course such as Mergers & Acquisitions or Corporate Finance, with a primary emphasis on corporate and securities law issues. While the text has a strong emphasis on the doctrinal issues taught in today's M&A classes, it also places significant emphasis on providing an economic analysis of the major issues in that course. The text thus offers not only with an overview of the black letter law, but also a unifying method of thinking about the subject.

Research Handbook on Mergers and Acquisitions


Author: Claire A. Hill,Steven Davidoff Solomon
Publisher: Edward Elgar Publishing
ISBN: 1784711489
Category: Law
Page: 496
View: 8388
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Global in scope and written by leading scholars in the field, the Research Handbook on Mergers and Acquisitions is a modern-day survey of the state of M&A. Its chapters explore the history of mergers and acquisitions and also consider the theory behind the structure of modern transaction documentation. The book also address other key M&A issues, such as takeover defenses; judges and practitioners' perspectives on litigation; the appraisal remedy and other aspects of Federal and state law, as well as M&A considerations in the structure of start-ups. This Handbook will be an invaluable resource for scholars, practitioners, judges and legislators.

Corporation Law and Economics


Author: Stephen M. Bainbridge
Publisher: N.A
ISBN: 9781587781407
Category: Law
Page: 884
View: 3828
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Introduction to American Constitutional Law, Structure and Rights,

2017 Supplement
Author: William Funk
Publisher: West Academic Publishing
ISBN: 9781640200371
Category:
Page: 112
View: 3965
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This supplement brings the principal text current with recent developments in the law.

Cases and Materials on Modern Antitrust Law and Its Origins


Author: Thomas D. Morgan
Publisher: N.A
ISBN: 9780314283436
Category: Law
Page: 953
View: 8486
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This text organizes cases over four periods: a 25-year period from 1890 to 1914, in which most of today's issues were foreshadowed; a 25-year period from 1915 to 1939, in which the 'rule of reason' forced courts to investigate the actual consequences of business practices; a 35-year period from 1940 to 1975, in which the per se rule and industry concentration provided the predominant models for analysis; and the modern period of now almost 40 years, which is a synthesis of the second and third periods. The new Fifth Edition retains enough of the first three periods to provide important intellectual and economic context, but it expands upon, even more fully, the recent developments of antitrust policy. All major Supreme Court authority is covered, including the 2013 Actavis 'reverse payments' and Phoebe Putney 'hospital regulation' cases, as well as the 2010 Merger Guidelines and developments in lower court treatment of tying, bundled pricing and mergers.

Mergers and Acquisitions

Cases and Materials
Author: William J. Carney
Publisher: N.A
ISBN: N.A
Category: Business & Economics
Page: 1205
View: 6643
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Criminal Law

Cases and Materials
Author: Cynthia Lee,Angela P. Harris
Publisher: N.A
ISBN: 9780314282866
Category: Law
Page: 1015
View: 9733
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This text, the only criminal law casebook authored by two progressive female law professors of color, provides the reader with both critical race and critical feminist theory perspectives on criminal law while following a traditional format. All of the usual subject areas are covered, but the book is unique in highlighting the cultural context of substantive criminal law. The book seamlessly integrates issues of race, gender, class, and sexual orientation so the teacher who wishes to address such issues does not have to assign supplemental reading assignments in order to do so. The book is also very student-friendly, providing a brief doctrinal overview of the subject matter at the beginning of each chapter. The book does away with the tradition of long lists of notes and questions following the cases, a trademark feature of many older casebooks, putting this material in the Teachers Manual for the teacher to use at his or her discretion. The forthcoming third edition is fresh and innovative, referencing several ripped from the headlines controversies, including the shooting of Trayvon Martin by George Zimmerman and Florida's stand your ground law, the arrest of African American Harvard professor Henry Louis Gates, Jr. for disorderly conduct, the shooting of Larry King, a gender nonconforming teenager, by classmate Brandon McInerney and the gay panic defense, and the repeal of North Carolina's Racial Justice Act.

Securities Regulation

Cases and Materials, 2018 Supplement
Author: James D. Cox,Robert W. Hillman,Donald C. Langevoort
Publisher: Wolters Kluwer Law & Business
ISBN: 1543803113
Category: Law
Page: 158
View: 6709
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Securities Regulation: Cases and Materials, Eighth Edition, 2018 Supplement

The Language of Law and Economics

A Dictionary
Author: Francesco Parisi
Publisher: Cambridge University Press
ISBN: 1139915703
Category: Law
Page: N.A
View: 1658
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From a historical perspective, 'law and economics' constituted one of the most influential developments in legal scholarship in the twentieth century; the discipline remains today one of the dominant perspectives on the law, generating a tremendous quantity of new research and discussion. Unfortunately, one consequence of applying the analytical methods of one highly technical field to the historically layered substance of another has been the accumulation of considerable technical overhead, requiring fluency in both the language of economics and the language of the law. Further complicating matters, the field of law and economics has sometimes developed independently, creating new terms, while recasting others from their original economic or legal meanings. In this dictionary of law and economics, Francesco Parisi provides a comprehensive and concise guide to the language and key concepts underlying this fecund interdisciplinary tradition. The first reference work of its kind, it will prove to be an invaluable resource for professionals, students and scholars.

Mergers and Acquisitions

Cases, Materials, and Problems
Author: Therese H. Maynard
Publisher: Wolters Kluwer Law & Business
ISBN: 1454887249
Category: Law
Page: 1104
View: 5268
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A concise, accessible, practical, and student-friendly presentation of the mergers and acquisitions materials that law students need to know in order to hit the ground running in a transactional setting. Based on the fundamental precept that students taking the course are curious about the subject, but generally have limited familiarity with the business world of mergers and acquisitions, Mergers and Acquisitions: Cases and Materials, Fourth Edition introduces topics traditionally covered in the study of M&A law in terms that are accessible to the uninitiated law student, demystifying what is often an intimidating and overwhelmingly jargon-laden body of law.

The Law and Ethics of Law Practice


Author: Margaret Raymond,Emily Hughes
Publisher: West Academic Publishing
ISBN: 9781628103960
Category: Law
Page: 727
View: 3081
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This revised edition of an established professional responsibility casebook is designed to be teachable and versatile. New teachers and adjuncts will appreciate the extensive instructor support (including a detailed teacher's manual with suggestions for classroom presentation), while seasoned teachers will find the materials to be contemporary, intellectually challenging and provocative. The text caters to the needs of students who will enter a broad range of practice environments, from small-firm or solo work to large-firm practice. Problems at the end of each chapter, taken from current cases and news stories, incorporate cutting-edge issues and create possibilities for enrichment and expansion in areas of the instructor's interest. The second edition adds material addressing the professional responsibility implications of new technologies and updates the rules and materials relating to mobile lawyers and imputed disqualification.