Mergers and Acquisitions or Writing at Work

Mergers and Acquisitions

Author: Stephen Bainbridg

This law school textbook is designed for advanced business law courses, such as Mergers & Acquisitions or Corporate Finance, with a primary emphasis on corporate and securities law issues. The text has a strong emphasis on the doctrinal issues taught in today's Mergers &$038; Acquisitions classes, and also places significant emphasis on an economic analysis of the major issues in such a course.

Table of Contents:

IntroductionProvides an overview of the M&A field, with an emphasis on the business context of acquisitions Law and Economics An introduction to the basic tools of law and economics most useful for corporation law analysis, including transaction cost economics, agency costs, and the nexus of contracts theory of the firm Review of the Basics A review of basic corporation law principles, with special emphasis on those most relevant to M&A practice, including essential attributes of the corporation, sources of corporation law, a discussion of competitive federalism, and the business judgment rule Mergers Comparison of mergers and asset sales Triangular transactions De facto merger doctrine Appraisal and valuation in appraisal Disclosure of merger negotiations Drafting the acquisition agreement Ensuring exclusivity: Lockups, no shops, and related provisions Freeze-out mergers Proxy Contests Because proxy contests have become an important adjunct to unsolicited tender offers, especially where the target has a poison pill, coverage of the proxy rules seemed appropriate Tender Offers Overview of the tender offer process Williams Act regulations Litigation under the Williams Act Insider trading and tender offers Target Defenses Against Hostile Takeover Bids The arsenal of takeover defenses A critical review of the academic literature on takeover resistance Evolution of Delaware law Consideration of nonshareholder constituency interests State Takeover Statutes The first generation statutes and MITE The second generation statutes and CTS Interpreting CTS Amanda Acquisition versus the Delaware trilogy The third generation

Look this: Financial Analysis or Senior Living Communities

Writing at Work: Professional Writing Skills for People on the Job

Author: Edward L Smith

Writing at Work is for people who do or will write while on the job whether the writing be an interoffice memo, e-mail, a status report, a lab report, marketing materials, or a letter to a customer. The philosophy behind Writing at Work is that such writing needn't be stale and unoriginal but can instead be a sophisticated piece of work that positively reflects the competence of its composer to all who read it. Rather than dwell on picky, little "rules" that you must adhere to when writing, Writing at Work focuses on the real rules of grammar and aspects of style that you really need to know in order to write with confidence. Using examples realistically drawn from work settings, Writing at Work presents each topic in a manner that is at once accessible and inviting. Spread throughout the text are exercises that provide you with ample opportunity to write, revise, and correct the kinds of written tasks typically encountered at work. You can immediately gauge your progress by checking your work against the answers listed at the end of each chapter.