Takeovers & Freezeouts

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551
Takeovers & Freezeouts addresses important legal developments concerning topics such as: Sarbanes-Oxley, reducing vulnerability to hostile takeovers, specific responses to overtures and takeover bids.
“An indispensable, authoritative and extremely useful work—a complete guide—that brings all the steps together.” —Joseph Flom of Skadden, Arps, Slate, Meagher & Flom LLP, New York

The classic in its field! This seven-volume analytical and reference work reflects the current climate for takeover activity and defense. Takeovers & Freezeouts addresses important developments concerning such topics as: Sarbanes-Oxley; reducing vulnerability to hostile takeovers; specific responses to overtures and takeover bids; proxy fights and institutional activism; premerger notification under Hart-Scott-Rodino; state regulation of tender offers; tax, accounting and ERISA considerations; antitrust issues; and takeovers and mergers in the banking industry.

You'll get expert strategic guidance on improving your negotiating leverage in converting hostile takeovers into friendly deals. The authors provide extensive documentation on acquisition and defensive techniques, including LBOs, tender offers, mergers, recapitalizations, restructurings, going private transactions, spin-offs and proxy contests.

Book #00551; looseleaf, seven volumes, 8,536 pages; published in 1978, updated as needed.
ISBN: 978-1-58852-005-0

Additional Information
SKU 551
Division Name Law Journal Press
Volumes 7
Product Types Books
Brand Law Journal Press
Jurisdiction National
ISBN 978-1-58852-005-0
Page Count 8536
Edition 0
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Erica H. Steinberger
Erica H. Steinberger, a graduate of Occidental College in Los Angeles and of New York University Law School, is a partner in the New York office of Latham ; Watkins.
Martin Lipton
Martin Lipton is a graduate of the University of Pennsylvania and of New York University Law School, where he was editor-in-chief of the Law Review. He is a partner in the New York firm of Wachtell, Lipton, Rosen & Katz.
Volume 1

CHAPTER 1
Practical Aspects of Tender Offers and Acquisitions

§ 1.01 General Perspectives
[1] Deal Activity
[2] Hostile and Unsolicited M&A
[3] Private Equity Trends
[4] Acquisition Financing
[5] Shareholder Litigation
[6] Shareholder Activism and Engagement
[7] Regulatory Trends
§ 1.02 Takeover Regulation
[1] The Williams Act
[2] Other Federal Securities Laws
[3] Margin Regulations: Financing an Acquisition
[4] Regulatory Approvals
[5] Notification Under the Hart-Scott Act
[6] State Takeover Statutes
§ 1.03 The Acquiror’s Decision
[1] Why Acquire by Tender Offer
[2] Identifying the Takeover Target
[3] Form of Offer
§ 1.04 Preparing the Attack
[1] Creation of a Team
[2] Pre-Offer Confidentiality
[3] Organizing for a Tender Offer
§ 1.05 [RESERVED]
§ 1.06 [RESERVED]
§ 1.07 [RESERVED]
§ 1.08 [RESERVED]
§ 1.09 [RESERVED]
§ 1.10 Structural Alternatives and Other Considerations in Business Combinations
[1] Preliminary Agreements: Confidentiality Agreements and Letters of Intent
[2] Federal Income Tax Considerations
[3] Consideration and Pricing
[4] Tender Offers
[5] Mergers of Equals
§ 1.11 Cross-Border Transactions
[1] Overview
[2] Special Considerations in Cross-Border Deals
[3] Deal Consideration and Transaction Structures
§ 1.12 Communication with Stockholders
§ 1.13 Implications of the Sarbanes-Oxley Act
[1] General Implications of SOX for M&A
[2] CEO/CFO Certifications: Acquirors Must Certify as to Targets Post-Closing
[3] Disclosure of Non-GAAP Financial Measures: Selling the Deal to Shareholders
[4] Disclosure of “Off-Balance Sheet Arrangements”: Some Targets May Be Less Attractive
[5] Limits on Non-Audit Services: How (or Who) to Do Diligence After SOX
[6] Auditor Independence: Acquiror’s Auditor and the Target
[7] No Loans to Directors or Executive Officers: LBOs

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