General Principles in Drafting an Acquisition Agreement
Merger Agreement, Asset Acquisition Agreement, and Stock Purchase Agreement; And Appendices 2A-2Q
Confidentiality Agreements, Due Diligence, Letters of Intent and Exclusivity Agreements; And Appendices 3A-3E
Structuring Mergers, Asset Acquisitions, and Compulsory Share Exchanges
Fiduciary Duties of Directors, Officers, and Controlling Shareholders; And Appendices 5A-5C
Introduction to the '33 and '34 Acts and Exemptions in Acquisitions of Closely Held Targets; And Appendices 6A-6H
Impact in Negotiated Public Company M&A of the '33 and '34 Acts; And Appendices 7A-7F
Tender Offers, Open Market Purchases, and Going Private Transactions; And Appendices 8A-8J
Federal Income Tax Considerations in Taxable and Tax-Free Domestic M&A
Financial and SEC Accounting Considerations; And Appendices 10A-10D
Valuation Considerations in M&A and Dealing with Investment Bankers; And Appendices 11A-11G
U.S. Substantive Antitrust Analysis
U.S. Pre-Merger Notification; And Appendices 13A-13B
Introduction to Leveraged Buyouts; And Appendices 14A-14E
Introduction to Spin-Offs: Tax, Corporate, Securities, and Fraudulent Conveyance Issues; And Appendices 15A-15C
Bankruptcy M&A: The TWA and Lehman Bankruptcy Sales; And Appendices 16A-16B
M&A Involving Bank Holding Companies, Including Impact of the Dodd-Frank Act; And Appendix 17A: J.P. Morgan Chase-Bank One Merger of Financial Holding Companies
Introduction to M&A in FCC, FERC and Aviation Regulated Industries; And Appendix 18A: TXU LBO, Regulatory Approvals
Introduction to Corporate, Securities, Tax, Antitrust, and Exon-Florio Issues in Inbound Cross-Border M&A; And Appendices 19A-19B
Introduction to Corporate, Securities, Tax, Antitrust, and Investment Restriction Issues in Outbound Cross-Border M&A; And Appendices 20A-20B
Federal Income Tax Considerations in Taxable Cross-Border M&A
Federal Income Tax Considerations in Tax-Free Cross-Border M&A; And Appendices 22A-22B
State Income Tax Considerations in Taxable and Tax-Free M&A
Joint Ventures; And Appendices 24A-24D
Checklist Guide to Structuring M&A Transactions
Ethical Issues in M&A
Deal Lawyer's Guide to Health Care M&A; And Appendices 27A-27F
Table of References
Index to Mergers, Acquisitions and Tender Offers.