Publisher's Synopsis
Mergers and Acquisitions: Cases and Materials―known for its cases, references to state and federal statutes, and ample problems―underscores the importance of modern fiduciary duty law. Its real-world, skills-based approach to transactions from Main Street to Wall Street emphasizes the ethical responsibilities of both lawyers and corporate managers who are responsible for implementing those transactions. Notes in the Appendix demonstrate the necessity of understanding where the money (or whatever serves as the acquisition consideration) is going. A comprehensive Teacher’s Manual includes alternative approaches to teaching, suggestions for shortening reading assignments, topics to be deleted to accommodate a two- or three-credit course, sample syllabi, and detailed analysis and answers to all problems in the casebook. A Website hosted by the author provides PowerPoint slides of all diagrams included in the Appendix, discussion of how to use each slide, answers to all problems and questions in the casebook, updates and links to related materials, and suggestions on how to integrate current events into classroom discussion.
The Third Edition features a new chapter on “Going Private” (eliminating all public shareholders,) and focuses on changes in Delaware laws. More note materials help students put cases and developments into context, particularly on structuring acquisition transactions and fiduciary duty law. New cases discussed include Vantagepoint Venture Partners 1996 v. Examen, Inc. and En re: Topps Company Shareholders’ Litigation. New cases replace some older ones and several cases are more tightly edited. The text reflects all recent securities law and rule changes.
Features:
- cases, references to state and federal statutes, and ample problems
- real-world, skills-based approach covers transactions from Main Street to Wall Street
- emphasizes the ethical responsibilities of both lawyers and corporate managers responsible for implementing transactions
- underscores the importance of modern fiduciary duty law
- demonstrates the importance of understanding where the money (or acquisition consideration) is going
- diagrams in the Appendix for the student and teacher to refer to throughout the semester
-
comprehensive Teacher’s Manual
- alternative approaches to teaching
- suggestions for shortening reading assignments
- topics to be deleted to accommodate a two- or three-credit course
- sample syllabi
- detailed analysis and answers to all problems in the casebook
-
author-hosted website
- PowerPoint slides of all diagrams included in the Appendix
- suggestions for using each slide
- answers to all problems and questions in the casebook
- updates and links to related materials
- ideas for integrating current events into classroom discussion
Thoroughly updated, the revised Third Edition presents:
- a new chapter on “Going Private” (eliminating all public shareholders)
- focus on changes in Delaware laws
- more note materials to put cases and developments into context, particularly on structuring acquisition transactions and fiduciary duty law
- more note material associated with the problems
-
new case discussions
- Vantagepoint Venture Partners 1996 v. Examen, Inc.
- En re: Topps Company Shareholders’ Litigation
- new cases replace some older cases
- several cases are now more tightly edited
- text reflects recent securities law and rule changes
