Takeover Defense: Mergers and Acquisitions

Takeover Defense, Mergers and Acquisitions is the must-have resource for attorneys representing any target—or potential target—of takeover activities. Written by leading attorneys who have represented parties and advisors in numerous major, complex takeovers, it remains the most comprehensive treatise on the law and practice of takeover defense and mergers and acquisitions. This one-of-a-kind reference provides: - In-depth analysis of all significant laws, rules, cases, issues and tactics;
- A truly unique focus on the concerns of public companies facing challenges by activists, hostile bids, or those planning strategic mergers and acquisitions;
- Expanded full treatment of merger and sale transactions;
- State-of-the-art practical guidance.
The Eighth Edition provides a complete analysis of the recent transformation of Delaware M&A law. There is in-depth analysis of the background and import of the recent seminal judicial decisions—Corwin, MFW, C&J Energy, Cornerstone and Trulia—that represent the most dramatic developments in M&A since the advent of modern M&A in the 1980s. With state-of-the-art M&A analysis, historical perspective and specific practice points, the authors provide authoritative guidance for directors of both bidders and targets, as well as their financial and legal advisors, on various subjects, including: - Judicial approach;
- Director liability;
- M&A litigation;
- Corporate governance and takeover defenses;
- Hostile and activist activity;
- Banker issues;
- Sale process and deal mechanics; and
- Appraisal.