Bainbridge's Mergers and Acquisitions (University Textbook Series)

By Stephen M. Bainbridge

ISBN-13: 9781587785795

Availability: In Stock

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Series: University Textbook Series

Brand: Foundation Press

Pages: 472

Components: 1 Print

Shelf Space: 1 in.

Free Update Period: 90 days

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Description

This law school textbook is designed for advanced business law courses, such as Mergers & Acquisitions or Corporate Finance, with a primary emphasis on corporate and securities law issues. The text has a strong emphasis on the doctrinal issues taught in today's Mergers &$038; Acquisitions classes, and also places significant emphasis on an economic analysis of the major issues in such a course.

Features

Summary Of Contents

Chapter

Introduction

Provides an overview of the M&A field, with an emphasis on the business context of acquisitions

Law and Economics

An introduction to the basic tools of law and economics most useful for corporation law analysis, including transaction cost economics, agency costs, and the nexus of contracts theory of the firm
Review of the Basics

A review of basic corporation law principles, with special emphasis on those most relevant to M&A practice, including essential attributes of the corporation, sources of corporation law, a discussion of competitive federalism, and the business judgment rule
Mergers

Comparison of mergers and asset sales
Triangular transactions
De facto merger doctrine
Appraisal and valuation in appraisal
Disclosure of merger negotiations
Drafting the acquisition agreement
Ensuring exclusivity: Lockups, no shops, and related provisions
Freeze-out mergers

Proxy Contests

Because proxy contests have become an important adjunct to unsolicited tender offers, especially where the target has a poison pill, coverage of the proxy rules seemed appropriate