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CORPORATE LAW

MERGERS , ACQUISITIONS AND TENDER OFFERS

LAW AND STRATEGIES : CORPORATE , SECURITIES , TAXATION , ANTITRUST , CROSS-BORDER

Samuel C . Thompson , Jr . ( Center for the Study of Mergers and Acquisitions , Penn State Law , Pennsylvania State University )

This treatise offers battle-tested guidance for addressing the merger and acquisition ( M & A ) process . The author , a current law professor , shares the varied perspectives and tactics he has gathered over his decades in private practice and with government agencies like the SEC . M & A practitioners , corporate stakeholders , and business professionals who interface with mergers and acquisitions will find plentiful information on varied M & A legal and tax considerations .

This resource addresses issues such as M & A agreement drafting , due diligence , SEC requirements for initial public offerings and deal documents , corporate law considerations , federal income taxation and transaction valuation , cross-border considerations , and ethics issues . Readers may also access over 90 sample documents and checklists they can reference when preparing transactions .

Identify important M & A developments with PLI ’ s Upkeep Service .

6 looseleaf volumes , 8,974 pages , $ 1,271 , Item # 343906 , ISBN 978-1-4024-4142-4 , Updated annually or as needed

CONTENTS

VOLUME 1 1 Introduction

PART I — CONTRACT LAW AND RELATED CONSIDERATIONS IN M & A , INCLUDING DRAFTING OF ACQUISITION AGREEMENTS 2 General Principles in Drafting an Acquisition Agreement — Merger Agreement , Asset Acquisition Agreement , and Stock Purchase Agreement

3 Confidentiality Agreements , Due Diligence , Letters of Intent and Exclusivity Agreements

PART II — CORPORATE LAW CONSIDERATIONS IN M & A 4 Structuring Mergers , Asset Acquisitions , and Compulsory

Share Exchanges

VOLUME 2 5 Fiduciary Duties of Directors , Officers , and Controlling Shareholders

PART III — FEDERAL SECURITIES LAW CONSIDERATIONS IN M & A 6 Introduction to the ’ 33 and ’ 34 Acts and Exemptions in Acquisitions of

Closely Held Targets 7 Impact in Negotiated Public Company M & A of the ’ 33 and ’ 34 Acts 8 Tender Offers , Open Market Purchases , and Going Private Transactions

VOLUME 3 PART IV — FEDERAL INCOME TAX , ACCOUNTING , AND VALUATION CONSIDERATIONS IN M & A 9 Federal Income Tax Considerations in Taxable and Tax-Free

Domestic M & A 10 Financial and SEC Accounting Considerations 1 1 Valuation Considerations in M & A and Dealing with Investment Bankers

PART V — U . S . SUBSTANTIVE ANTITRUST AND PRE-MERGER NOTIFICATION CONSIDERATIONS IN M & A 12 U . S . Substantive Antitrust Analysis 13 U . S . Pre-Merger Notification

PART VI — DOMESTIC M & A TRANSACTIONS PRESENTING UNIQUE ISSUES 14 Introduction to Leveraged Buyouts 15 Introduction to Spin-Offs : Tax , Corporate , Securities , and Fraudulent

Conveyance Issues 16 Bankruptcy M & A : The TWA and Lehman Bankruptcy Sales , and the

Sears G Reorganization 17 M & A Involving Bank Holding Companies , Including Impact of the

Dodd-Frank Act 18 Introduction to M & A in FCC , FERC and Aviation Regulated Industries

VOLUME 4 PART VII — CROSS-BORDER CONSIDERATIONS IN M & A 19 Introduction to Corporate , Securities , Tax , Antitrust , and Exon-Florio

Issues in Inbound Cross-Border M & A 20 Introduction to Corporate , Securities , Tax , Antitrust , and Investment

Restriction Issues in Outbound Cross-Border M & A 21 Federal Income Tax Considerations in Taxable Cross-Border M & A 22 Federal Income Tax Considerations in Tax-Free Cross-Border M & A

Table of Cases Table of References Index

VOLUME 5 Appendices [ 71 agreements , forms , etc .]

VOLUME 6 Appendices [ 58 documents , forms , etc .]

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