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Author: Fleisher
Publisher: Aspen Publishers
ISBN: 9780735594142
Category : Law
Languages : en
Pages : 2908
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Book Description
Takeover Defense, Mergers and Acquisitions is the must-have resource for attorneys representing any target--or potential target--of takeover activities. This one-of-a-kind reference provides: In-depth analysis of all significant laws, rules, cases, issues and tactics State-of-the-art practical guidance, including valuable forms and exhibits A truly unique focus on the concerns of public companies facing challenges by activists, hostile bids, or those planning strategic mergers and acquisitions Expanded full treatment of merger and sale transactions Takeover Defense, Mergers and Acquisitions, the re-titled Seventh Edition of Takeover Defense is the only treatise on corporate acquisitions written specifically from the viewpoint of the target corporation. And the new change of title reflects the expanded full treatment of merger and sale transactions --whether or not triggered by a hostile takeover bid. Providing authoritative guidance on every aspect of planning for an M&A transaction, or defending against, and seeking alternatives to a hostile takeover, this resource stands out as the most comprehensive and up-to-date guide currently available. If you don't have the answers to these crucial questions--you might have trouble: In the brave new world of government bail-outs, what are the rules for executive compensation and how should boards react? What is the new paradigm for acquisition agreements to address financing difficulties? How are reverse breakup fees, damage parameters and financing outs used and drafted? How has an SEC rule change caused a resurgence of tender offers? What is new in tender offer rules and tactics, including the use of top-up options? How should management and boards deal with the proxy advisory firms and institutional investors? How have shark repellents been attacked and dismantled by activists? What are the consequences and what are the board's options? Can the board resort to self-help in adopting by-law changes without a shareholder vote? What type of advance notice by-law should the company have? Proxy contests, both traditional and "short-slate" campaigns, have become much more frequent--how should boards prepare and respond? What is the effect of having a "majority voting" standard and how should it be defined? What will be the effect of proxy access and elimination of broker discretionary voting? What are the current rules defining the fiduciary duties of directors in considering unsolicited bids or strategic mergers and what courses of action are available to the board? What are the permissible techniques for selling a company? When do "go-shops" make sense? Can a buyer "lock-up" a deal with a control shareholder? How do antitrust considerations affect the board's options and strategy? What is the state of the art in poison pills? What is the utility and appropriateness of adopting an NOL (net-operating loss) poison pill?
Author: Fleisher
Publisher: Aspen Publishers
ISBN: 9780735594142
Category : Law
Languages : en
Pages : 2908
Get Book
Book Description
Takeover Defense, Mergers and Acquisitions is the must-have resource for attorneys representing any target--or potential target--of takeover activities. This one-of-a-kind reference provides: In-depth analysis of all significant laws, rules, cases, issues and tactics State-of-the-art practical guidance, including valuable forms and exhibits A truly unique focus on the concerns of public companies facing challenges by activists, hostile bids, or those planning strategic mergers and acquisitions Expanded full treatment of merger and sale transactions Takeover Defense, Mergers and Acquisitions, the re-titled Seventh Edition of Takeover Defense is the only treatise on corporate acquisitions written specifically from the viewpoint of the target corporation. And the new change of title reflects the expanded full treatment of merger and sale transactions --whether or not triggered by a hostile takeover bid. Providing authoritative guidance on every aspect of planning for an M&A transaction, or defending against, and seeking alternatives to a hostile takeover, this resource stands out as the most comprehensive and up-to-date guide currently available. If you don't have the answers to these crucial questions--you might have trouble: In the brave new world of government bail-outs, what are the rules for executive compensation and how should boards react? What is the new paradigm for acquisition agreements to address financing difficulties? How are reverse breakup fees, damage parameters and financing outs used and drafted? How has an SEC rule change caused a resurgence of tender offers? What is new in tender offer rules and tactics, including the use of top-up options? How should management and boards deal with the proxy advisory firms and institutional investors? How have shark repellents been attacked and dismantled by activists? What are the consequences and what are the board's options? Can the board resort to self-help in adopting by-law changes without a shareholder vote? What type of advance notice by-law should the company have? Proxy contests, both traditional and "short-slate" campaigns, have become much more frequent--how should boards prepare and respond? What is the effect of having a "majority voting" standard and how should it be defined? What will be the effect of proxy access and elimination of broker discretionary voting? What are the current rules defining the fiduciary duties of directors in considering unsolicited bids or strategic mergers and what courses of action are available to the board? What are the permissible techniques for selling a company? When do "go-shops" make sense? Can a buyer "lock-up" a deal with a control shareholder? How do antitrust considerations affect the board's options and strategy? What is the state of the art in poison pills? What is the utility and appropriateness of adopting an NOL (net-operating loss) poison pill?
Author: Richard S. Ruback
Publisher: Legare Street Press
ISBN: 9781019255377
Category : History
Languages : en
Pages : 0
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Book Description
This work has been selected by scholars as being culturally important, and is part of the knowledge base of civilization as we know it. This work is in the "public domain in the United States of America, and possibly other nations. Within the United States, you may freely copy and distribute this work, as no entity (individual or corporate) has a copyright on the body of the work. Scholars believe, and we concur, that this work is important enough to be preserved, reproduced, and made generally available to the public. We appreciate your support of the preservation process, and thank you for being an important part of keeping this knowledge alive and relevant.
Author: Jeannette Gorzala
Publisher: Igel Verlag
ISBN: 3868152857
Category : Business & Economics
Languages : en
Pages : 68
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Book Description
The market for corporate control had been the playfield of bust-up artists and speculators seeking short-time profits during the 1980s. This had also encouraged many innovations in the art of hostile takeover defence. Until today anti-takeover defence has reached a very sophisticated level and most companies have erected formidable defences to counter aggressive corporate raiders. With her book Jeanette Gorzala provides a global perspective on hostile take-over defence during the latest merger wave. The focus lies on firstly determining the most common anti-takeover defence strategies and then in a second step evaluating their effectiveness to ward off corporate raiders. For this purpose the underlying concepts of the formal theory are presented in order to serve as a fundamental basis for an empirical study. In order to underline the theory with empirical evidence a sample of 335 hostile takeover bids launched in the timeframe from January 1, 2003 to December 31, 2008 has been analyzed. The key findings of the study are presented along two vital research questions reflecting the purpose of this book.
Author: Richard S. Ruback
Publisher: Forgotten Books
ISBN: 9780656464593
Category : Business & Economics
Languages : en
Pages : 34
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Book Description
Excerpt from An Overview of Takeover Defenses In summary, takeover resistance motivated by first rationale of hidden values and the second rationale of inducing an auction can benefit target shareholders. However, the managers' natural bias is likely to result in opposition to some takeovers that would benefit target shareholders. The third reason for takeover defenses, managerial self-interest, benefits the stockholders only if resistance happens by chance to be the appropriate action for one of the first two reasons. These three reasons for takeover defenses are not mutually exclusive combinations of the three are often present in defense strategies. For example, managers may use takeover defenses because they prefer friendly, negotiated transactions. This combines elements of the three reasons for takeover defenses. Negotiated acquisitions enable the target managers to share ideas and information with the bidding firm. Consistent with the first and second reasons, this may increase the offer price. It also increases the chances of retaining the target's management team, which is consistent with the third reason. Finally, a negotiated transaction is generally more civilized: to the managers that is like an increase in compensation. About the Publisher Forgotten Books publishes hundreds of thousands of rare and classic books. Find more at www.forgottenbooks.com This book is a reproduction of an important historical work. Forgotten Books uses state-of-the-art technology to digitally reconstruct the work, preserving the original format whilst repairing imperfections present in the aged copy. In rare cases, an imperfection in the original, such as a blemish or missing page, may be replicated in our edition. We do, however, repair the vast majority of imperfections successfully; any imperfections that remain are intentionally left to preserve the state of such historical works.
Author: Sameer Jain
Publisher: Independently Published
ISBN:
Category :
Languages : en
Pages : 114
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Book Description
Defending against an unsolicited offer requires both expertise, as well as impeccable judgment. Multiple financial advisors are often sought to ensure that one receives best possible advice and independent opinion. Responding to a hostile takeover bid requires planning and a proactive approach to defense. Amongst increasingly sophisticated attack devices being used by hostile activists are: (a) proposing a proxy resolution for creation of a special committee of independent directors to undertake a strategic review for the purpose of "maximizing shareholder value"; (b) conducting proxy fights to get board representation; (c) convincing traditional institutional investors to support the activists' program; (d) using stock loans, options and other devices to increase voting power beyond the activists' economic equity investment; and (e) using sophisticated public relations to advance the activists' arguments. It is essential to be able to mount a defense quickly and to be flexible in responding to changing tactics. To forestall an attack, companies should understand their defense options, and consider strategic and governance issues sensibly within the special context of their needs and circumstances. This playbook built around years of real-world practitioner work on Wall Street is organized as a series of thoughtful information packed slides. It prepares the senior executive for M&A defense in the event of a hostile takeover bid.CONTENTS-Hostile Approaches-Defense Preparation-Tactical Defense-Other Options-Timeline & Actions-Poison Pills and Poison Pill Mechanics-Case Studies in M&A Defense-Board of Directors Duties-Practical Workplan
Author: Arthur Fleischer Jr.
Publisher:
ISBN: 9781543850192
Category :
Languages : en
Pages : 3078
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Book Description
Takeover Defense: Mergers and Acquisitions (2 Volumes), 9th Edition
Author: Arthur Fleischer
Publisher:
ISBN:
Category :
Languages : en
Pages : 1410
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Book Description
Author: Panagiotis Papadopoulos
Publisher: GRIN Verlag
ISBN: 365606315X
Category : Business & Economics
Languages : en
Pages : 93
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Book Description
Doctoral Thesis / Dissertation from the year 2011 in the subject Business economics - Accounting and Taxes, grade: 70, University of Westminster (Westminster Business School), course: MSc Finance and Accounting - Master Dissertation, language: English, abstract: The attack and defence strategies are of critical importance for the situation of a takeover-bid from the view of the target company or the investor (raider). They can be crucial factor whether the acquisition is successful or not. Several strategies are discussed and are evidenced on the basis of practical examples. Of special importance is the development of the bid premia during the takeover process and the impact to the shareholders wealth. It can be observed that through decades and several takeover waves in the 20th century specific defence strategies pointed out as favourites in use for target managers. This project reviews the motivations for hostile takeovers, structures the random literature in this field, discusses the effects and impacts of popular attacks and defences and showcases several high-profile takeover bids.
Author:
Publisher:
ISBN:
Category : Securities
Languages : en
Pages : 800
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Book Description
Lists documents available from Public Reference Section, Securities and Exchange Commission.
Author: Shriver & Jacobson Fried
Publisher: Aspen Publishers
ISBN: 9781454898511
Category : Consolidation and merger of corporations
Languages : en
Pages : 0
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Book Description
Takeover Defense, Mergers and Acquisitions is the must-have resource for attorneys representing any target--or potential target--of takeover activities. Written by leading attorneys who have represented parties and advisors in numerous major, complex takeovers, it remains the most comprehensive treatise on the law and practice of takeover defense and mergers and acquisitions. This one-of-a-kind reference provides: In-depth analysis of all significant laws, rules, cases, issues and tactics; A truly unique focus on the concerns of public companies facing challenges by activists, hostile bids, or those planning strategic mergers and acquisitions; Expanded full treatment of merger and sale transactions; State-of-the-art practical guidance. The Eighth Edition provides a complete analysis of the recent transformation of Delaware M&A law. There is in-depth analysis of the background and import of the recent seminal judicial decisions--Corwin, MFW, C&J Energy, Cornerstone and Trulia--that represent the most dramatic developments in M&A since the advent of modern M&A in the 1980s. With state-of-the-art M&A analysis, historical perspective and specific practice points, the authors provide authoritative guidance for directors of both bidders and targets, as well as their financial and legal advisors, on various subjects, including: Judicial approach; Director liability; M&A litigation; Corporate governance and takeover defenses; Hostile and activist activity; Banker issues; Sale process and deal mechanics; and Appraisal.
