This title utilizes the CasebookPlus™ platform. Learn more at

This textbook embodies the conviction that theoretical and practical legal education are complementary and no more so than in the setting of M&A transactions, where corporate lawyers are regularly called upon to draw on their substantive knowledge of the law to advise clients on how best to effectuate their business objectives. Accordingly, this book includes the most significant case law in M&A jurisprudence while also making heavy use of textual explication, sample agreement provisions, and the latest teaching methods to deepen and assess students' understanding of the relevant subject matter and prepare them for practice.

The authors employ three principal pedagogical methods:

  • Questions help students focus on information in the cases that is most relevant to the principles underlying specific topic areas.
  • Problems hone students' abilities to interpret and apply the material to novel situations similar to those they might be asked to analyze in practice.
  • Skills exercises provide time-efficient transactional skills training to students in the context of M&A.

Additionally, this title is accompanied by online self-assessment quizzes, tied to the text, that further help students gauge their understanding of the material.

Imprint: Foundation Press
Series: University Casebook Series
Publication Date: 12/21/2022

Stephen M. Bainbridge, University of California-L.A. School of Law

Iman Anabtawi, University of California-L.A. School of Law


This title is available in our CasebookPlus format. CasebookPlus provides support beyond your classroom lectures and materials by offering additional digital resources to you and your students. Anchored by faculty-authored formative self-assessments keyed to our most popular casebooks, CasebookPlus allows students to test their understanding of core concepts as they are learning them in class – on their own, outside of the classroom, with no extra work on your part. CasebookPlus combines three important elements:

  • A new print or digital casebook
  • Access to a downloadable eBook with the ability to highlight and add notes
  • 12-month access to a digital Learning Library complete with:
Multiple-choice self-assessment questions, including:
  • Chapter questions keyed to the casebook
  • Black Letter Law questions (available in select subjects)
  • Subject area review questions for end of semester use
Essay and short answer questions with sample answers and expert commentary, in 1L and select upper-level subjects

Leading digital study aids, an outline starter, and audio lectures in select subjects

Students can still utilize CasebookPlus digital resources if they’ve purchased a used book or are renting their text by purchasing the Learning Library at

With CasebookPlus, you can customize your students’ learning experience and monitor their performance. The quiz editor allows you to create your own custom quiz set, suppress specific quiz questions or quiz sets, and time-release quiz questions. Additionally, the flexible, customized reporting capability helps you evaluate your students’ understanding of the material and can also help your school demonstrate compliance with the new ABA Assessment and Learning Outcomes standards.

New or enhanced coverage includes:

  • Contractual waiver of statutory appraisal rights
  • Deference to deal price in fair value determinations in appraisal
  • The distinction between “ordinary course of business” operating covenants and material adverse effect conditions, illustrated through AB Stable VIII LLC v. MAPS Hotels and Resorts One LLC, 268 A.3d 198 (2021)
  • Delaware’s finding of a material adverse effect in Akorn, Inc. v. Fresenius Kabi AG, CV 2018–0300–JTL, 2018 WL 4719347
  • An update on the drafting of material adverse effect clauses after the Covid-19 pandemic (with examples)
  • Discussion in Flood v. Synutra Intl., Inc., 195 A.3d 754 (Del. 2018), of using procedural protections in controller acquisitions for the business judgment rule to apply
  • Expanded treatment of various levels of “efforts” clauses in M&A contracts
    • New guidance on the boundaries of poison pills in The Williams Companies Stockholder Litig., 2021 WL 754593 (Del. Ch. Feb. 26, 2021)
  • An assessment of Corwin cleansing by shareholder ratification in Joseph R. Slights III, Corwin v. KKR Financial Holdings LLC—An “After-Action Report,” 24 Fordham J. Corp. & Fin. L. 6 (2018)

Learn more about this series.