Business Planning for Mergers and Acquisitions

Additional Book Details

This book provides a transactional approach to many of the issues that arise in mergers and acquisitions (M and A), including corporate, securities, antitrust, Federal income taxation, accounting, and valuation. The principal purpose of this book is to help train law students in the art of doing M&A deals. The statutes, rules, regulations, and documentary appendices referred to in this book are contained in a companion volume: Thompson, M&A Statutes, Rules, and Documents for Business Planning for Mergers and Acquisitions (Carolina Academic Press, 2015), which will be available at no cost on this page at the end of April 2015. The book is divided into four parts: Part I, The Building Blocks; Part II, Consensual Transactions; Part III, Hostile Transactions; and Part IV, Special Topics.

Part I, The Building Blocks, looks at issues likely to be faced in both consensual and hostile transactions, including shareholder voting and dissenting rules, directors fiduciary duties, basic securities considerations, tax aspects, accounting treatment, valuation, antitrust, pre-merger notification, due diligence, and preliminary deal documents.

Part II, Consensual Transactions, looks at the following types of M&A transactions:

(1) acquisitions of the stock of closely held corporations;
(2) acquisitions of the assets of closely held corporations;
(3) acquisitions of publicly held corporations by merger;
(4) leveraged buy-outs;
(5) going private transactions; and
(6) the drafting of various types of acquisition agreements.

Part III, Hostile Transactions, addresses the following Federal and state law aspects of these transactions:

(1) proxy contests;
(2) the impact of the Williams Act provisions of the Securities Exchange Act of 1934 on open market purchases;
(3) the impact of the Williams Act on tender offers, including two-step transactions involving a consensual tender offer followed by a merger;
(4) state regulation of tender offers; and
(5) state regulation of defensive tactics employed by a targets management.

Part IV, Special Topics, examines, or provides an introduction to, the following advanced M&A topics:

(1) spin-offs (i.e., transactions in which a parent corporation distributes the stock of a subsidiary to the parents shareholders);
(2) shareholder activism, which has become a very important issue for many large publicly held corporations;
(3) international acquisitions, including:
a. inbound acquisitions (i.e., acquisitions by foreign acquirors of U.S. targets);
b. outbound acquisitions (i.e., acquisitions by U.S. acquirors of foreign targets); and
c. a look at the regulation of M&A in the EU, South Africa, and China;

(4) brief introductions to:
a. M&A in four regulated industries (i.e., the banking, telecom, public utility, and healthcare industries);
b. bankruptcy M&A; and
c. joint ventures, which are an alternative to M&A; and

(5) ethical issues in M&A.

This edition follows the structure of the third edition with the following major changes and additions:

(1) new and current materials have been added to virtually all of the chapters;
(2) the materials dealing with freeze-out mergers and going private transactions, which previously were addressed in Chapter 24, have been integrated into the coverage of LBOs in Chapter 14;
(3) virtually all of the cases and materials dealing with fiduciary duties are now included in Chapter 3, and where such issues arise in other chapters, references are made to the materials in Chapter 3;
(4) in view of the increasing importance of shareholder activism, Chapter 25 now focuses exclusively on that topic; and
(5) Chapter 27 now provides brief introductions to the following topics, which were covered in greater detail in the third edition: banking M&A (former Chapter 27);
telecommunications M&A (former Chapter 28); public utility M&A (former Chapter 29), bankruptcy M&A (former Chapter 30); and joint ventures (former Chapter 31). Chapter 27 also briefly introduces issues in healthcare M&A.