Takeover Defense

Résumé du livre

Takeover Defense, Mergers and Acquisitions is the must-have resource for attorneys representing any targetand—or potential targetand—of takeover activities. This one-of-a-kind reference provides:

• In-depth analysis of all significant laws, rules, cases, issues and tactics
• State-of-the-art practical guidance, including valuable forms and exhibits
• 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

Takeover Defense, Mergers and Acquisitions, the re-titled Seventh Edition of Takeover Defense is the only treatise on corporate acquisitions written specifically from the viewpoint of the target corporation. And the new change of title reflects the expanded full treatment of merger and sale transactions and—whether or not triggered by a hostile takeover bid. Providing authoritative guidance on every aspect of planning for an Mandamp;A transaction, or defending against, and seeking alternatives to a hostile takeover, this resource stands out as the most comprehensive and up-to-date guide currently available.

If you donand’t have the answers to these crucial questionsand—you might have trouble:

• In the brave new world of government bail-outs, what are the rules for executive compensation and how should boards react?
• What is the new paradigm for acquisition agreements to address financing difficulties?
• How are reverse breakup fees, damage parameters and financing outs used and drafted?
• How has an SEC rule change caused a resurgence of tender offers?
• What is new in tender offer rules and tactics, including the use of top-up options?
• How should management and boards deal with the proxy advisory firms and institutional investors?
• How have shark repellents been attacked and dismantled by activists? What are the consequences and what are the boardand’s options?
• Can the board resort to self-help in adopting by-law changes without a shareholder vote?
• What type of advance notice by-law should the company have?
• Proxy contests, both traditional and and“short-slateand” campaigns, have become much more frequentand—how should boards prepare and respond?
• What is the effect of having a and“majority votingand” standard and how should it be defined?
• What will be the effect of proxy access and elimination of broker discretionary voting?
• What are the current rules defining the fiduciary duties of directors in considering unsolicited bids or strategic mergers and what courses of action are available to the board?
• What are the permissible techniques for selling a company? When do and“go-shopsand” make sense? Can a buyer and“lock-upand” a deal with a control shareholder?
• How do antitrust considerations affect the boardand’s options and strategy?
• What is the state of the art in poison pills? What is the utility and appropriateness of adopting an NOL (net-operating loss) poison pill?

Some of the numerous highlights of the most recent update include:

• Hedge fund and institutional activism: How has shareholder activism grown in recent years? What are the activistsand’ most common targets and strategies?
• Poison pills: How have companies attempted to use poison pills to deter threats to company policy from activists? How can a poison pill be designed and used to protect against and“wolf-packsand” and other group activities?
• Corporate governance challenges: How have changes in corporate governance practices and