Being an M&A practitioner or litigator requires not only a knowledge of the law—the statutes, cases, and regulations—but also the documentation and the practices within the transacting community. This book prepares students for practice. The third edition includes and explains deal documentation, and discusses how negotiations proceed, referencing both the relevant law and transacting norms. It covers Federal and State law, as well as other relevant regulatory regimes involving antitrust, national security, FCPA and other issues. It has questions designed to get students to understand the law and the underlying policy, and problems to get students familiar with transaction structuring.

Imprint: West Academic Publishing
Series: American Casebook Series
Publication Date: 04/14/2023

Claire A. Hill, University of Minnesota Law School

Brian JM Quinn, Boston College Law School

Steven Davidoff Solomon, University of CA-Berkeley School of Law


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Teacher's Manual

PowerPoint Slides (2nd Edition)

Online Appendix

1. Google-Fitbit Merger Agreement

2. Stamps.comMerger Agreement 2021

3. Pre-Closing Fitbit Inc Certificates of Incorporation

4. Post-Closing Fitbit Inc Certificate of Incorporation 2021

5. Form of Certificate of Merger

6. Sample Bulk Sales Opinion

7. Microsoft-Activision Merger Agreement

8. Fitbit Appraisal Notice and Statutory Provision

9. Schedule 13D Form and Instructions

10. Schedule 13D - Musk - Twitter - Apr 9

11. Schedule 13D - Musk - Twitter - Apr 14

12. Schedule 13D - Musk - Twitter - Apr 21

12b. Schedule 13G - Musk - Twitter - Mar 14, 22

13. Jos. A. Bank Schedule TO

14. Dell 2013 Financial Statements

15. Fairness Opinions, JP Morgan & Evercore

16. Annotated Investment Banker Engagement Letter

17. Piper Jaffray Engagement Letter

18. Vulcan-Martin Marietta NDA & JDA

19. Yahoo!-Interclick LOI

20. Cerus Corp Severance Plan

21. Allergan Shareholder Right Plan

22. eBay-Skype Merger Agreement

23. eBay-Skype Earnout Agreement

24. Facebook-Whatsapp Merger Agmt

25. Web.Com-Yodle Merger – Indemnification

Additional Documents

Facebook-WhatsApp Merger - Escrow & Indemnification Provision

FitBit Investment Bankers Opinion Letter

FTC v Meta & Within Complaint

Online Appendix (2nd Edition)

Below please find our appendix of online forms organized by chapter.

Chapter 2 – Dell certificate of incorporation from before the merger agreement

Chapter 2 – Amended and Restated Certificate of Incorporation of Dell Inc.

Chapter 2 – Sample Bulk Sales Opinion

Chapter 2 – Form of Certificate of Merger

Chapter 2 – Dole Merger Agreement

Chapter 3 – Dell Response to Icahn Appraisal Letter

Chapter 3 – Dell Notice of Appraisal Rights

Chapter 4 – Allergan Schedule 13d

Schedule 13(d) Requirements

Schedule 13(d)

Chapter 5 – Jos. A. Bank Schedule TO

Chapter 9 – Dell 2013 Financial Statements

Chapter 12 – Fairness Opinions, JP Morgan & Evercore

Chapter 12 – JP Morgan Board Book for Dell Merger

Chapter 13 – Vulcan-Martin Marietta NDA & JDA

Chapter 13 – Yahoo!-Interclick LOI

Chapter 13 – Annotated Investment Banker Engagement Letter

Chapter 13 – Piper Jaffray Engagement Letter

Chapter 13 – Cerus Corp Severance Plan

Chapter 13 – AvanGrid Transmission Service Agrmt

Chapter 13 – Cardlytics Loan Agreement

Chapter 14 – Dell Merger Agreement

Chapter 14 – Men's Wearhouse - Jos A Bank Merger Agmt

Chapter 14 – Intel-Altera Merger Agreement

Chapter 14 – eBay-Skype Merger Agreement

Chapter 14 – eBay-Skype Earnout Agreement

Chapter 14 – Facebook-Whatsapp Merger Agmt

Chapter 14 – Web.Com-Yodle Merger - Indemnification

Chapter 15 – Allergan Shareholder Right Plan

  • Revisions to Federal securities law chapter to include SPAC transactions
  • New introductory chapter on litigation, summarizing different types of cases, standards, and contexts
  • Revisions to reflect important common law developments regarding Revlon, controlling shareholder buyouts, and controlling shareholder conflicts
  • Revisions to shareholder activism chapter to reflect new trends and provide general updates, including as to universal proxies

Learn more about this series.