Available in WestlawNext: Available on WestlawNext: Home > Secondary Sources > Corporations Secondary Sources > Corporations Texts & Treatises > Special Study for Corporate Counsel on Poison Pills
Discusses law applicable to the anti-takeover devices known as "poison pills" and offers samples of various poison pills, plus sample documents. Materials include corporate counsel's guide to poison pills, checklist on poison pills, SEC no-action letters, selected state statutes, summaries and texts of shareholder rights plans.
Available in Bloomberg Law: Search & Browse > Books & Treatises > Practising Law Institute (PLI) > Mergers, Acquisitions and Tender Offers: Law and Strategies
Covers the following aspects of domestic and cross-border mergers, acquisitions, and tender offers: contract drafting, corporate, securities, federal income tax, antitrust, pre-merger notification, accounting, and valuation. Addresses both private company and public company acquisitions and both negotiated and hostile transactions in which an acquiring corporation acquires by merger or otherwise the stock or assets of a target corporation. Many of the chapters have appendices containing deal documents illustrating the practical application of the particular topic.
Provides a comprehensive discussion of the law of takeover defense intended to guide readers through the legal and strategic issues that confront target companies and other participants in takeover and merger situations. Focuses on the concerns and problems of public companies that are actual or potential takeover targets.
Addresses how to take appropriate steps to protect minority shareholder interests using remedies, tactics, and maneuvers sanctioned by federal law. Clarifies the underlying cause of squeeze-outs and suggests proven arrangements for avoiding them.
Analyzes Section 203 of Delaware's General Corporation Law, which was adopted to encourage fully priced tendered offers and negotiated acquisitions and discourage highly leveraged takeovers of corporations.