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Mergers and Acquisitions: Law, Theory, and Practice
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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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
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
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
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
Online Appendix (2nd Edition)
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
- 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.
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