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Mergers and acquisitions : law and finance Robert B. Thompson

By: Thompson, Robert B.
Publisher: New York Wolters Kluwer 2014Edition: 2nd.Description: xx, 640p.ISBN: 9781454867135.DDC classification: 346.73​06626 Summary: Contents Machine generated contents note: 1.Why Mergers Happen: Macroeconomic Trends A.Merger Waves B.Macroeconomic Factors That Contributed to Merger Waves C.Who Captures the Benefits of Acquisitions? 1.Target Shareholders and Acquirer Managers 2.Impact on Other Stakeholders 2.Financial And Economic Incentives That Shape Mergers A.Synergies B.Change of Control Benefits and Changes in Financial Aspects of the Business C.Summary of Gains from Acquisitions D.Costs of Acquisitions; Why Acquisitions Fail 1.Costs Incurred in Acquisitions 2.How Acquisitions Destroy Wealth E.Acquisition Financing Decisions 1.How Much of the Target Does the Bidder Wish to Acquire? 2.Currency Choices a.Stock or Cash b.Economic Effects of Financing Choices c.Impact on the Acquirer's Capital Structure and Costs of Capital d.Ownership Structure e.Tax Liability f.Risks Bearing Under Alternative Currencies Problems 3.Legal Shaping Of Deals Contents note continued: A.The Law's Distinctive Roles B.Mergers and Other Acquisitions as a Decision Governed by Law 1.Corporate Law Reduced to Three (Overly Simplified) Rules 2.The Merger Form as a Template for Understanding Legal Regulation of Acquisition Transactions 3.Alternative Legal Structures for Acquisition That Permit Planners to Avoid One or More of the Requirements of the Merger Template C.Judicial Limits on Private Planning to Avoid Particular Merger Effects: De Facto Merger Hariton v. Arco Electronics, Inc. Farris v. Glen Alden Corp. Terry v. Penn Central Corp. Notes and Questions D.Federal Law Affecting Deals 1.Securities Law a."Disclosure, Again Disclosure, and Still More Disclosure" Prudent Real Estate Trust v. Johncamp Realty, Inc. b.Substantive Regulations from Securities Law, Particularly Tender Offers c.Avoiding Securities Regulation 2.Tax 3.Antitrust 4.National Security Contents note continued: 4.Deal Strategy: The Bidder's Approach A.Beginning the Deal Dance: Who to Approach? B.Getting to a Definitive Agreement 1.Deal Terms: Financial, Legal, and Social 2.Due Diligence 3.Negotiating the Acquisition Agreement In re IBP, Inc. Shareholders Litigation Martin Marietta Materials, Inc. v. Vulcan Materials Co. 5.The Target's Approach: Remaining Independent Or Getting The Best Deal From The First Or Another Bidder A.The Legal and Economic Framework 1.Financial Defenses 2.Legal Defenses B.Fiduciary Duties and Legal Challenges to Board Action Smith v. Van Gorkom Gantler v. Stephens Lyondell Chemical Co. v. Ryan 6.Judicial Review Of Defensive Tactics A.The Corporate Law Template for Considering Takeover Defenses Unocal Corp. v. Mesa Petroleum Co. Contents note continued: Revlon, Inc. v. MacAndrews &​ Forbes Holdings, Inc. B.Applying Unocal and Revlon -The Two Paramounts Paramount Communications, Inc. v. Time Inc. Paramount Communications, Inc. v. QVC Network Inc. C.The Evolution of Unocal; Deal Protection Devices Louisiana Municipal Police Employees' Retirement System v. Crawford Omnicare, Inc. v. NCS Healthcare, Inc. D.State Anti-Takeover Statutes as Defensive Mechanisms Amanda Acquisition Corp. v. Universal Foods Corp. 7.Poison Pills: A Case Study Of Defensive Tactics And Judicial Review A.The Challenge Facing the Drafters of the Poison Pill Wachtell, Lipton, Rosen &​ Katz, The Share Purchase Rights Plan B.Judicial Review of Director Action to Implement or Continue a Poison Pill Moran v. Household International, Inc. Contents note continued: City Capital Associates Ltd. Partnership v. Interco Inc. Air Products and Chemicals, Inc. v. Airgas, Inc. C.Evolution in the Poison Pill and Judicial Responses Carmody v. Toll Brothers, Inc. Quickturn Design Systems, Inc. v. Shapiro 8.Is A Defense Affecting Voting Different? Schnell v. Chris-Craft Industries, Inc. Blasius Industries, Inc. v. Atlas Corp. Unitrin, Inc. v. American General Corp. MM Companies, Inc. v. Liquid Audio, Inc. 9.Finance Foundation For Valuation A.Introduction B.A Primer on Financial Theory Underlying the Discounted Cash Flow Method of Valuation Problem C.The Mechanics of a Discounted Cash Flow Analysis 1.Forecasting Free Cash Flow a.The Explicit Forecast Period (i.e., The First Five Years) b.Terminal Value Contents note continued: 2.Picking an Appropriate Discount Rate 3.Adjustments 4.Forecasting Change in Free Cash Flow from the Merger D.Deal Comparables, Company Comparables, and Other Measures 10.Cash-Out Mergers A.Majority Power, Minority Rights to Exit Via Appraisal or Gain Judicial Review for Breach of Fiduciary Duty Weinberger v. UOP, Inc. Cede &​ Co. v. Technicolor, Inc. B.Valuation Techniques In re Emerging Communications, Inc. Shareholders Litigation C.Short-Form Mergers Glassman v. Unocal Exploration Corp. Berger v. Pubco Corp. D.Planning to Minimize Judicial Review In re Cox Communications, Inc. Shareholders Litigation 11.Sale Of Control For A Premium Perlman v. Feldmann Mendel v. Carroll In re Synthes, Inc. Shareholder Litigation Contents note continued: 12.Disclosure And Limits On The Use Of Information A.Risk Arbitrage, Mandatory Disclosure, and the Search for Information B.Law's Effect on Information 1.Mandatory Disclosure from Federal Law 2.Mandatory Disclosure's Impact on Information About Merger Transactions and the Additional Effect of Antifraud Prohibitions a.When Will Merger Information Have to Be Disclosed? b.Remedies for Failure to Comply with Mandatory Disclosure or Antifraud Provisions Relating to Mergers 3.Disclosure Duties Arising from State Law Fiduciary Duty C.Law's Limits on the Use of Inside Information 1.Classic Insiders Chiarella v. United States 2.Tippee Liability and Constructive Insiders Dirks v. Securities and Exchange Commission Note 3.Misappropriation and Rule 14e-3 Liability United States v. O'Hagan 4.Assembling the Bases for Insider Trading Liability Contents note continued: 13.Financial Reorganizations: Highly Leveraged Transactions, Going Private, Asset Restructuring A.Leveraged Buyouts, Going Private, and Other Transactions Making Use of Leverage 1.Economic Factors Used to Create Wealth in LBOs 2.It's Not for Everyone: The Ideal Candidate for an LBO; Empirical Evidence on Post-Transaction Performance 3.Exit 4.Law Shaping the LBO Deal Metropolitan Life Insurance Co. v. RJR Nabisco, Inc. 5.HCA's LBO as a Case Study 6.Topps as a Case Study of the Overlap of Federal Disclosure and State Intermediate Scrutiny In re The Topps Co. Shareholders Litigation B.Leveraged Recapitalizations C.Asset Restructuring 1.Divestitures 2.Carve-Outs 3.Spinoff 14.Activist Shareholders A.Who Are Activist Shareholders? B.Patterns of Engagement CSX Corp. v. Children's Inv. Fund Management (UK) LLP 15.International Transactions Contents note continued: A.Determining Which Law B.More Expansive Roles for Shareholders in Friendly Deals C.Roles for Groups Other than Shareholders D.Different Approaches to Ability of Management to Oppose Deals Favored by Shareholders E.Different Rules in Deals by a Controlling Shareholder F.Different Methods of Conflict Resolution G.Cadbury/​Kraft as a Case Study.
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Reference 346.73​06626 THO.M (Browse shelf) Available SLSN-B-11547

Contents
Machine generated contents note: 1.Why Mergers Happen: Macroeconomic Trends
A.Merger Waves
B.Macroeconomic Factors That Contributed to Merger Waves
C.Who Captures the Benefits of Acquisitions?
1.Target Shareholders and Acquirer Managers
2.Impact on Other Stakeholders
2.Financial And Economic Incentives That Shape Mergers
A.Synergies
B.Change of Control Benefits and Changes in Financial Aspects of the Business
C.Summary of Gains from Acquisitions
D.Costs of Acquisitions; Why Acquisitions Fail
1.Costs Incurred in Acquisitions
2.How Acquisitions Destroy Wealth
E.Acquisition Financing Decisions
1.How Much of the Target Does the Bidder Wish to Acquire?
2.Currency Choices
a.Stock or Cash
b.Economic Effects of Financing Choices
c.Impact on the Acquirer's Capital Structure and Costs of Capital
d.Ownership Structure
e.Tax Liability
f.Risks Bearing Under Alternative Currencies
Problems
3.Legal Shaping Of Deals
Contents note continued: A.The Law's Distinctive Roles
B.Mergers and Other Acquisitions as a Decision Governed by Law
1.Corporate Law Reduced to Three (Overly Simplified) Rules
2.The Merger Form as a Template for Understanding Legal Regulation of Acquisition Transactions
3.Alternative Legal Structures for Acquisition That Permit Planners to Avoid One or More of the Requirements of the Merger Template
C.Judicial Limits on Private Planning to Avoid Particular Merger Effects: De Facto Merger
Hariton v. Arco Electronics, Inc.
Farris v. Glen Alden Corp.
Terry v. Penn Central Corp.
Notes and Questions
D.Federal Law Affecting Deals
1.Securities Law
a."Disclosure, Again Disclosure, and Still More Disclosure"
Prudent Real Estate Trust v. Johncamp Realty, Inc.
b.Substantive Regulations from Securities Law, Particularly Tender Offers
c.Avoiding Securities Regulation
2.Tax
3.Antitrust
4.National Security
Contents note continued: 4.Deal Strategy: The Bidder's Approach
A.Beginning the Deal Dance: Who to Approach?
B.Getting to a Definitive Agreement
1.Deal Terms: Financial, Legal, and Social
2.Due Diligence
3.Negotiating the Acquisition Agreement
In re IBP, Inc. Shareholders Litigation
Martin Marietta Materials, Inc. v. Vulcan Materials Co.
5.The Target's Approach: Remaining Independent Or Getting The Best Deal From The First Or Another Bidder
A.The Legal and Economic Framework
1.Financial Defenses
2.Legal Defenses
B.Fiduciary Duties and Legal Challenges to Board Action
Smith v. Van Gorkom
Gantler v. Stephens
Lyondell Chemical Co. v. Ryan
6.Judicial Review Of Defensive Tactics
A.The Corporate Law Template for Considering Takeover Defenses
Unocal Corp. v. Mesa Petroleum Co.
Contents note continued: Revlon, Inc. v. MacAndrews &​ Forbes Holdings, Inc.
B.Applying Unocal and Revlon
-The Two Paramounts
Paramount Communications, Inc. v. Time Inc.
Paramount Communications, Inc. v. QVC Network Inc.
C.The Evolution of Unocal; Deal Protection Devices
Louisiana Municipal Police Employees' Retirement System v. Crawford
Omnicare, Inc. v. NCS Healthcare, Inc.
D.State Anti-Takeover Statutes as Defensive Mechanisms
Amanda Acquisition Corp. v. Universal Foods Corp.
7.Poison Pills: A Case Study Of Defensive Tactics And Judicial Review
A.The Challenge Facing the Drafters of the Poison Pill
Wachtell, Lipton, Rosen &​ Katz, The Share Purchase Rights Plan
B.Judicial Review of Director Action to Implement or Continue a Poison Pill
Moran v. Household International, Inc.
Contents note continued: City Capital Associates Ltd. Partnership v. Interco Inc.
Air Products and Chemicals, Inc. v. Airgas, Inc.
C.Evolution in the Poison Pill and Judicial Responses
Carmody v. Toll Brothers, Inc.
Quickturn Design Systems, Inc. v. Shapiro
8.Is A Defense Affecting Voting Different?
Schnell v. Chris-Craft Industries, Inc.
Blasius Industries, Inc. v. Atlas Corp.
Unitrin, Inc. v. American General Corp.
MM Companies, Inc. v. Liquid Audio, Inc.
9.Finance Foundation For Valuation
A.Introduction
B.A Primer on Financial Theory Underlying the Discounted Cash Flow Method of Valuation
Problem
C.The Mechanics of a Discounted Cash Flow Analysis
1.Forecasting Free Cash Flow
a.The Explicit Forecast Period (i.e., The First Five Years)
b.Terminal Value
Contents note continued: 2.Picking an Appropriate Discount Rate
3.Adjustments
4.Forecasting Change in Free Cash Flow from the Merger
D.Deal Comparables, Company Comparables, and Other Measures
10.Cash-Out Mergers
A.Majority Power, Minority Rights to Exit Via Appraisal or Gain Judicial Review for Breach of Fiduciary Duty
Weinberger v. UOP, Inc.
Cede &​ Co. v. Technicolor, Inc.
B.Valuation Techniques
In re Emerging Communications, Inc. Shareholders Litigation
C.Short-Form Mergers
Glassman v. Unocal Exploration Corp.
Berger v. Pubco Corp.
D.Planning to Minimize Judicial Review
In re Cox Communications, Inc. Shareholders Litigation
11.Sale Of Control For A Premium
Perlman v. Feldmann
Mendel v. Carroll
In re Synthes, Inc. Shareholder Litigation
Contents note continued: 12.Disclosure And Limits On The Use Of Information
A.Risk Arbitrage, Mandatory Disclosure, and the Search for Information
B.Law's Effect on Information
1.Mandatory Disclosure from Federal Law
2.Mandatory Disclosure's Impact on Information About Merger Transactions and the Additional Effect of Antifraud Prohibitions
a.When Will Merger Information Have to Be Disclosed?
b.Remedies for Failure to Comply with Mandatory Disclosure or Antifraud Provisions Relating to Mergers
3.Disclosure Duties Arising from State Law Fiduciary Duty
C.Law's Limits on the Use of Inside Information
1.Classic Insiders
Chiarella v. United States
2.Tippee Liability and Constructive Insiders
Dirks v. Securities and Exchange Commission
Note
3.Misappropriation and Rule 14e-3 Liability
United States v. O'Hagan
4.Assembling the Bases for Insider Trading Liability
Contents note continued: 13.Financial Reorganizations: Highly Leveraged Transactions, Going Private, Asset Restructuring
A.Leveraged Buyouts, Going Private, and Other Transactions Making Use of Leverage
1.Economic Factors Used to Create Wealth in LBOs
2.It's Not for Everyone: The Ideal Candidate for an LBO; Empirical Evidence on Post-Transaction Performance
3.Exit
4.Law Shaping the LBO Deal
Metropolitan Life Insurance Co. v. RJR Nabisco, Inc.
5.HCA's LBO as a Case Study
6.Topps as a Case Study of the Overlap of Federal Disclosure and State Intermediate Scrutiny
In re The Topps Co. Shareholders Litigation
B.Leveraged Recapitalizations
C.Asset Restructuring
1.Divestitures
2.Carve-Outs
3.Spinoff
14.Activist Shareholders
A.Who Are Activist Shareholders?
B.Patterns of Engagement
CSX Corp. v. Children's Inv. Fund Management (UK) LLP
15.International Transactions
Contents note continued: A.Determining Which Law
B.More Expansive Roles for Shareholders in Friendly Deals
C.Roles for Groups Other than Shareholders
D.Different Approaches to Ability of Management to Oppose Deals Favored by Shareholders
E.Different Rules in Deals by a Controlling Shareholder
F.Different Methods of Conflict Resolution
G.Cadbury/​Kraft as a Case Study.

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