Mergers and Acquisitions: General and Practice-Oriented Resources

Bloomberglaw.com

Bloomberglaw.com

Bloomberglaw.com

Available on Westlaw Edge: Home > Secondary Sources > Securities Secondary Sources > Securities Texts & Treatises > select Acquisitions & Mergers: Negotiated & Contested Transactions.

Available on Westlaw Edge: Home > Secondary Sources > Corporations Secondary Sources > under "C," selected Corporate Acquisitions, Mergers, and Divestitures

Offers guidance on tax issues, legal and nonlegal ramifications, bankruptcies, reorganizations, financial restructurings, and transnational dealings in mergers and acquisitions. Addresses both one- and multiple-step acquisitions, lock-up arrangements, tender offers, clean-up transactions, and divestitures. Includes a glossary of key takeover terms, a bibliography, and cross-reference tables to the Internal Revenue Code, Securities Act of 1933, and Exchange Act of 1934.

Available on Westlaw Edge: Home > Secondary Sources > Corporations Secondary Sources > under "C," select Corporate Counsel’s Guide to Acquisitions and Divestitures

Covers the purchase or sale of divisions and subsidiaries, acquisition of closely held companies, and friendly acquisitions of public companies. Chapters include allocation of risks, closing the deal, contract issues, indemnification, letters of intent, labor and employee relations issues, SEC disclosure rules, international concerns, environmental problems, tax aspects, leveraged buyouts, fraudulent transfers, and intellectual property considerations. Also includes seminar reports, checklists, negotiation strategies, and substantive chapters on key legal points. Includes samples of numerous transaction documents.

Course handbook from the Practising Law Institute's annual program on this topic.

Course handbook from the Practising Law Institute's annual program on this topic.

Course handbook from Practising Law Institutes program on this topic.

Course handbook from Practising Law Institute's program on this topic.

Covers the key issues involved in M&A transactions:
- Contract law: acquisition agreements, confidentiality agreements, due diligence, and letters of intent;
- Corporate law: Delaware corporate law and the structuring of mergers and directors’ fiduciary duties;
- Federal securities law: preparation of IPO registration statements, negotiated acquisitions of publicly held companies, and treatment of tender offers under the Williams Act amendments;
- Tax: federal income tax, financial accounting, and valuation techniques, including income tax issues when structuring taxable and tax-free acquisitions of domestic targets by domestic acquirers;
- Antitrust and premerger notification: antitrust analysis of M&As under the Clayton Act and premerger notification rules under the Hart-Scott-Rodino Act;
- Domestic M&As: from leveraged buyouts, to spin-offs, to the acquisition of bankrupt companies; and
- Cross-border M&A: the gamut of issues involved in inbound and outbound cross-border M&A deals.
Includes real-world acquisition agreements, tender offer documents, and other transaction documents.

Contains a model merger agreement along with extensive commentary on the purpose and meaning of the provisions of the agreement, and often suggests alternative approaches that could be employed in negotiating the particular facet of the deal.

Includes a model agreement based on the hypothetical acquisition by a single corporate buyer of all of the capital stock of a privately-held U.S. company, designed as a buyer's reasonable first draft. Each provision of the agreement is followed by commentary explaining the purpose of each provision, and, when applicable, a brief discussion of the law relevant to that provision, along with negotiation tips. Also includes exhibits, ancillary documents, and appendices that accompany the model agreement.

Provides a concise statement of state corporate and federal securities laws governing mergers and acquisitions law designed for law students taking an advanced business law course such as mergers and acquisitions or corporate finance, lawyers practicing in corporate takeovers, and judges faced with cases arising out of such transactions.

A multi-volume guide to the antitrust, tax, corporate, securities and financial aspects of business combinations. Includes extensive forms of agreements and other transaction documents.

A collection of essays on the art of negotiating M&A deals.

A thorough and accessible explanation of the M&A process, the lawyer's role in it, how to draft and negotiate transaction agreements and other documents, and common deal issues and ways to handle them.

Comprehensive manual on the due diligence process, covering all aspects of the process, including financial, legal, commercial, environmental, and intellectual property due diligence. Also includes chapters on working with advisers and managing due diligence projects, as well as a number of due diligence checklists.

Provieds a succinct exposition of the law or mergers and acquisitions law for the student and the practitioner.

Covers the basics of corporate, securities, and M&A transactions for the beginning lawyer. Coverage includes: how to organize and execute the closing of a transaction, how to conduct due diligence, key transaction documents, and expected assignments for lawyers on these transactions.

Discusses the planning requirements and transactional mechanics of acquiring a company through a negotiated acquisition, with an emphasis on the acquisition of privately held companies by other privately held companies. Identifies the players and their roles in pre-acquisition planning and provides an overview of the transaction, considering the possible structures available, and the tax, securities law, and accounting issues involved; examines the due diligence investigation; explores government regulatory concerns; discusses the actual negotiations and the closing of the deal; and looks at some of the issues raised in particular transactions.

Provides a transactional approach to many of the issues that arise in mergers and acquisitions, including corporate, securities, antitrust, taxation, accounting, and valuation, and is designed to train students in the art of transacting M&A deals. The book is divided into four parts: The Building Blocks, Negotiated Transactions, Hostile Transactions, and Special Topics, which includes international acquisitions.