This seven-volume analytical and reference work reflects the current climate for takeover activity and defense. Takeovers & Freezeouts addresses important developments concerning such topics as: Sarbanes-Oxley; reducing vulnerability to hostile takeovers; specific responses to overtures and takeover bids; proxy fights and institutional activism; premerger notification under Hart-Scott-Rodino; state regulation of tender offers; tax, accounting and ERISA considerations; antitrust issues; and takeovers and mergers in the banking industry.
You'll get expert strategic guidance on improving your negotiating leverage in converting hostile takeovers into friendly deals. The book provides extensive documentation on acquisition and defensive techniques, including LBOs, tender offers, mergers, recapitalizations, restructurings, going private transactions, spin-offs and proxy contests.
Key Topics Covered:
Chapter 1: Practical Aspects of Tender Offers and Acquisitions
Chapter 2: The Federal Regulatory Framework
Chapter 3: Disclosure Requirements
Chapter 4: Regulation by Trading Markets
Chapter 5: State Regulation of Tender Offers
Chapter 5A: Standards for Conduct by the Board
Chapter 6: Defending Against Takeovers
Chapter 7: Practical Impact of the Antitrust Laws on Takeovers
Chapter 8: The Dealer-Manager for the Bidder and the Investment Banker for the Target
Chapter 9: Freezeouts; Going Private
Chapter 10: Tax, Accounting and ERISA Considerations in Takeovers and Freezeout
Chapter 11: Acquisitions of Financial Institutions
Chapter 12: Regulation of Financial Institutions
Table of Cases
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