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The Law of Mergers and Acquisitions

6th Edition
Jeffrey J. Haas | Dale A. Oesterle
ISBN: 9781636594552
Subject: Mergers And Acquisitions
Format: Print - Hardbound
Page Count: 1267
Copyright: 2025 | Status: In Stock
Other Formats Available

This coursebook teaches basic corporate acquisition planning. In addition to state corporate law and federal securities law, the book covers tax, accounting, environmental, products liability, pension, antitrust, national security, bankruptcy, and labor law issues. It integrates traditionally distinct classroom subjects in the context of discrete transactions. Each topical unit contains statutes, regulations, and caselaw that affect the structure and timing of acquisitions and reorganizations, including private equity buy-outs. The book also includes questions and problems to aid students in walking through the law’s basic distinctions. Textual notes and edited articles identify and question the empirical and political assumptions implicit in the standards. In addition to updating all areas, the new edition includes expanded coverage of material adverse effect clauses in light of COVID-19, post-M & F Worldwide developments (including recent changes to DGCL Section 144), the jettisoning of the Blasius compelling justification standard in favor of Coster's "muscular" Unocal approach to inequitable conduct by boards of directors, new rules relating to SPAC transactions and legal challenges to those transactions, SEC amendments to Schedules 13D/G, HSR notifications and CFIUS review, and shareholder activism both in the U.S. and abroad.


Imprint: West Academic Publishing
Series: American Casebook Series
Publication Date: 06/10/2025

Jeffrey J. Haas, New York Law School

Dale A. Oesterle, Ohio State University College of Law

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  • Increased focus on the role of "deal value" in appraisal proceedings under Delaware law.
  • Expanded material on "material adverse effect" clauses in light of COVID-19.
  • Recent caselaw developments stemming from M & F Worldwide.
  • Recent changes to DGCL Section 144 impacting controller transactions designed to stop publicly traded Delaware corporations from "DExiting" the state.
  • The replacement of the Blasius compelling justification standard in favor of Coster's "muscular" Unocal approach to inequitable conduct by boards of directors.
  • New rules relating to SPAC transactions and legal challenges to those transactions.
  • SEC amendments to Schedules 13D/G.
  • New FTC guidance on HSR Notification and Report Form filings.
  • Updates to the CFIUS review process and a discussion of "reverse" CFIUS.
  • Additional insights into shareholder activism in both the U.S. and globally.

Learn more about this series.