This text provides a concise statement of the state corporate and federal securities laws governing mergers and acquisitions law. It is designed for law students taking advanced business law courses such as mergers and acquisitions or corporate finance, lawyers practicing in corporate takeovers, and judges faced with cases arising out of such transactions.

The comprehensively updated new edition reflects many important developments, including:

  • Sjunde AP-fonden v. Activision Blizzard and the resulting Delaware amendments to DGCL §§ 147 and 268
  • Private ordering of appraisal
  • Using AI in due diligence
  • Expanded coverage of RWI
  • Universal proxy cards
  • Amendments to the Schedule 13D and 13G filing obligations
  • SEC order shortening tender offer minimum offering period for certain deals
  • Coster v. UIP Cos.
  • SB 21


Imprint: Foundation Press
Series: Concepts and Insights
Publication Date: 11/24/2026

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

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The comprehensively updated new edition reflects many important developments, including:

  • Sjunde AP-fonden v. Activision Blizzard and the resulting Delaware amendments to DGCL §§ 147 and 268
  • Private ordering of appraisal
  • Using AI in due diligence
  • Expanded coverage of RWI
  • Universal proxy cards
  • Amendments to the Schedule 13D and 13G filing obligations
  • SEC order shortening tender offer minimum offering period for certain deals
  • Coster v. UIP Cos.
  • SB 21

Learn more about this series.