Description

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 mergers and acquisitions and takeover defense. 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 Ninth Edition provides updated guidance to directors of bidders and targets, their financial advisors, and other M&A participants. The new edition reflects equal emphasis on negotiated and hostile M&A transactions; addresses shareholder activism as a form of hostile activity; adds a new chapter regarding the many recent Delaware court decisions interpreting provisions of merger agreements; and includes throughout analysis of the impact of the COVID-19 pandemic on various practice issues. In addition to analysis of the most recent court opinions, this treatise identifies developing judicial trends, provides historical context, and offers state-of-the-art practice pointers, on various subjects, including:

• Judicial approach;
• Fiduciary duties and liability;
• M&A litigation;
• Corporate governance and takeover defenses;
• Hostile and activist activity;
• Proxy firms and financial advisers;
• Antitrust and regulatory environment
• Sale process and deal mechanics; and
• Appraisal.