Mergers and acquisitions law Books
John Wiley & Sons Inc Mergers Acquisitions For Dummies
Book SynopsisTable of ContentsIntroduction 1 Part 1: Planning to Do a Transaction 9 Chapter 1: Explaining Mergers and Acquisitions 11 Chapter 2: Learning M&A Rules and Decorum 27 Chapter 3: Utilizing the M&A Process 37 Chapter 4: Making Sense of the Economics of M&A 43 Chapter 5: Finding Buyers and Sellers 67 Part 2: Marketing the Transaction 101 Chapter 6: Explaining and Influencing Valuation 103 Chapter 7: Creating and Reviewing an Offering Document 129 Chapter 8: Reading and Writing the Offers 161 Part 3: Selling the Transaction 177 Chapter 9: Selecting Advisors 179 Chapter 10: Hiring an Investment Banker 193 Chapter 11: Arranging Meetings Between Buyer and Seller 207 Chapter 12: Financing the Transaction 219 Chapter 13: Learning How to Negotiate Successfully 245 Part 4: Concluding and Combining 267 Chapter 14: Confirming Due Diligence 269 Chapter 15: Documenting the Transaction 283 Chapter 16: Closing and Integrating the Acquisition 293 Chapter 17: Ensuring a Successful Acquisition 309 Part 5: The Part of Tens 325 Chapter 18: Ten Transaction Pitfalls 327 Chapter 19: Ten Reasons Acquisitions Fail 331 Chapter 20: Ten Lurking Problems for Sellers 335 Index 339
£21.59
Globe Law and Business Ltd European Takeovers: The Art of Acquisition, Third
Book SynopsisEuropean Takeovers provides a complete guide to the European Takeover Directive, national M&A regulation and the interaction between domestic and pan-European regulation. It contains a detailed discussion of the fundamental principles of national and European law, its application and the various practical issues that companies and their advisers face as they plan, defend and execute takeovers. This third edition further explores the area following the partial harmonisation of takeover regulation within the European Union since the introduction of the European Takeover Directive and is an exhaustive reference source for anyone preparing, participating in and responding to takeover activity in the EU. Chapters have been fully updated with the latest regulations and case law in the featured jurisdictions, and new chapters have been added addressing key topics such as ESG and M&A and collusion. This title will prove to be an invaluable guide for practising professionals and academics studying this area of law. Written by leading legal and banking professionals, and academics from across Europe, European Takeovers will help you navigate national takeover legislation and its implementation, and discusses recent ground-breaking and controversial takeovers from across the Continent. Notable transactions examined include Akzo Nobel-PPG, Syngenta-ChemChina, Actelion-J&J, Celesio-McKesson, Abertis-ACS/Atlantia and SAB Miller-AB InBev.Trade ReviewThe intrinsic value of the book lies in its list of learned contributors, including lawyers from top firms, and academics from prestigious institutions who, individually and collectively, provide a truly impressive portfolio of advice and consultancy in a number of often complicated areas pertaining to European takeovers. And all this is contained in one highly readable and accessible volume. -- Elizabeth Robson Taylor and Philip Taylor MBETable of ContentsIntroduction 5 Alejandro Fernández de Araoz Araoz & Rueda The impact of ESG on takeovers 7 Alejandro Fernández de Araoz Araoz & Rueda Creeping acquisitions in Europe 39 Luca Enriques University of Oxford Matteo Gatti Rutgers Law School Collusion and other deviations from the highest price paid rule 53 Federica Cadorin Università degli Studi di Milano Matteo Gatti Rutgers Law School Belgium 67 Philippe Remels NautaDutilh BV Paul Van Hooghten Jones Day Denmark 101 Rikke Schiøtt Petersen Gorrissen Federspiel Finland 117 Klaus R Ilmonen Hannes Snellman Attorneys Ltd France 129 Rodolphe Elineau Cleary Gottlieb Steen & Hamilton LLP Germany 153 Matthias Cloppenburg Hengeler Mueller Partnerschaft von Rechtsanwälten mbB Italy 169 Gianluca Leotta Carla Talarico Legali Riuniti Lex Luxembourg 195 Laurent Schummer Serge Zeien Arendt & Medernach Netherlands 223 Christiaan de Brauw Olivier Valk Allen & Overy LLP Poland 259 Łukasz Gasin´ski Jakub Zagrajek Rymarz Zdort Maruta Portugal 287 João Diogo Barbosa Jorge Morais Pedro Pais de Almeida Isabel Pinheiro Torres Abreu Advogados Spain 309 Alejandro Fernández de Araoz Araoz & Rueda Sweden 345 Fredrik Palm Gernandt & Danielsson Advokatbyrå KB Switzerland 365 Pascal Hubli Lorenzo Olgiati Martin Weber Schellenberg Wittmer Ltd United Kingdom 383 Matthew Hamilton-Foyn Allen & Overy LLP About the authors 403 About Globe Law and Business 413
£175.50
Aspen Publishers Mergers and Acquisitions Cases Materials and
Book Synopsis
£229.89
Aspen Publishing Mergers and Acquisitions: Cases, Materials, and
Book Synopsis
£310.50
American Bar Association International M&A Due Diligence, Second
Book SynopsisThorough due diligence is one of the most important ways to reduce risks in international M&A transactions, but relying solely on the buyer's domestic due diligence practices can be wasteful of time and resources and contribute to a buyer missing a critical issue or unknowingly assuming an unwanted liability. Understanding the intricacies of the legal landscape, cultural nuances, and trends in market practices in the jurisdiction in which a target is located will undoubtedly help ensure the next transaction is a successful one. International M&A Due Diligence, Second Edition, drafted by the International M&A Subcommittee, is structured to provide lawyers with an overview of essential considerations in planning and conducting M&A due diligence in each of the 20 covered countries. Based on a Model Questionnaire, the questions asked are generally from the perspective of a U.S. lawyer with limited familiarity with the local jurisdiction involved. The Model Questionnaire is included and can also be used as a helpful guide when embarking on due diligence in a country not covered in this book. In addition, local counsel were asked to "localize" a sample due diligence request list, which is based on the Form of Document and Information Request from the Manual of Acquisition Review. The localized request lists are presented in "redline" format, which the transactional lawyer will find particularly instructive.
£248.99
Intersentia Ltd Share Purchase Agreements: Belgian Law and
Book SynopsisThis book analyses share purchase agreements governed by Belgian law used for company acquisitions, whereby a purchaser acquires control over a Belgian target company through the acquisition of a controlling shareholding. The object of such sale and purchase agreements is not a static, inanimate object, but consists of a shareholding in a company whose business and balance sheet evolve while the parties negotiate its acquisition.Such share purchase agreements and the negotiations leading up to them create a particular triangular interaction and relationship between the seller, the purchaser and the target company. These aspects make share purchase agreements different from, and often more complex than, sale and purchase agreements relating to other objects.The analysis set out in this book is written from a practitioner's perspective and focuses on the application of classic civil and corporate law concepts in the particular context of share purchase agreements. The theoretical background of all legal concepts is discussed and analysed, with due consideration for the practical relevance of the analysis.The reader is guided through the successive stages of a share purchase agreement. Each chapter includes a section containing sample clauses and concludes with an overview of relevant legislation, case law, legal doctrine and other sources of law.The book concludes with an index of the concepts used and a separate lexicon of the corresponding Belgian law terms in Dutch and French.Table of ContentsCONTENTS Acknowledgements ... v Glossary ... xxi INTRODUCTION ... 1 PART 1. GENERAL CHARACTERISTICS OF THE TR ANSACTION CHAPTER 1. SHARE DEALS AND ASSET DEALS ... 7 1. Share deals vs. asset deals ... 7 2. Legal object of the transaction ... 8 3. Identity of the parties to the acquisition agreement ... 9 4. Transfer formalities ... 9 References ... 10 CHAPTER 2. DIRECT SALE OR CONTROLLED AUCTION ... 13 1. Direct sale ... 13 2. Controlled auction ... 14 References ... 17 PART 2. PR E-CONTR ACTUAL PHASE CHAPTER 1. NON-DISCLOSURE AGREEMENTS... 21 1. Use of non-disclosure agreements ... 21 2. Content of non-disclosure agreements ... 21 3. Sample clauses ... 25 3.1. Definition of "confidential information" (generic description) ... 25 3.2. Confidentiality obligation (in relation to the agreement and the contemplated transaction) ... 26 3.3. Confidentiality obligation (in relation to confidential information) 26 3.4. Use of confidential information ... 27 3.5. Return and destruction of confidential information ... 27 3.6. Inquiries ... 28 3.7. Non-solicitation covenant ... 28 3.8. Liquidated damages ... 28 References ... 29 CHAPTER 2. LETTERS OF INTENT ... 31 1. Use of letters of intent and other pre-contractual documents ... 31 2. Legal value of a letter of intent ... 32 3. Main elements of a letter of intent ... 35 4. Sample clauses ... 37 4.1. Standstill ... 37 4.2. Exclusivity ... 38 4.3. Non-binding nature of letter of intent (1) ... 39 4.4. Non-binding nature of letter of intent (2) ... 39 References ... 40 CHAPTER 3. DUE DILIGENCE ... 43 1. Information obligations in the pre-contractual phase - Purpose and legal relevance of the purchaser's due diligence ... 43 2. Organisation of due diligence - Data room ... 52 3. Q&A ... 54 4. Vendor due diligence ... 55 5. Competition law considerations ... 56 6. Sample clauses ... 57 6.1. Data room rules - Physical data room ... 57 6.1.1. Access to the data room ... 57 6.1.2. Data room documents ... 58 6.1.3. Q&A ... 58 6.2. Data room rules - virtual data room ... 58 6.2.1. Use of the virtual data room... 58 6.2.2. Access to the data room ... 59 6.2.3. Q&A ... 59 6.2.4. Security ... 59 6.2.5. Disclaimer ... 60 References ... 60 PART 3. SHAR E PURCHASE AGR EEMENT CHAPTER 1. IDENTIFICATION AND REPRESENTATION OF THE PARTIES ... 67 1. Identification of the parties ... 67 2. Representation of the parties ... 67 3. Consent of a party's spouse ... 69 4. Sample clauses ... 72 4.1. Identification and representation of the parties ... 72 4.2. Power-of-attorney ... 73 4.3. Consent of spouse ... 74 References ... 75 CHAPTER 2. PREAMBLE ... 77 1. Purpose and legal value of the preamble ... 77 2. Sample clause ... 79 References ... 80 CHAPTER 3. USE OF DEFINED TERMS, INTERPRETATION AND LANGUAGE ... 81 1. Use of defined terms ... 81 2. Interpretation rules ... 81 2.1. General interpretation rules ... 81 2.2. Specific interpretation rules regarding sale and purchase agreements ... 84 2.3. Interpretation clauses included in the share purchase agreement . . 85 3. Use of languages ... 86 4. Sample clauses ... 87 4.1. Use of defined terms ... 87 4.2. Interpretation rules ... 90 4.3. Use of languages ... 91 References ... 91 CHAPTER 4. LEGAL OBJECT AND TRANSFER OF OWNERSHIP ... 93 1. Legal object ... 93 2. Transfer of ownership ... 94 Intersentia 3. Sample clauses ... 96 3.1. Sale and purchase... 96 3.2. Transfer of ownership ... 96 References ... 97 CHAPTER 5. PURCHASE PRICE ... 99 1. Validity requirements ... 99 2. Certain purchase price mechanisms ... 102 2.1. Closing accounts ... 103 2.2. Locked box ... 104 2.3. Earn-out ... 106 3. Payment of the purchase price ... 108 3.1. Payment to the seller ... 108 3.2. Escrow ... 108 4. Sample clauses ... 109 4.1. Payment by bank cheque ... 109 4.2. Payment by wire transfer ... 110 4.3. Deferred payment ... 110 4.4. Payment in instalments (alternative clause) ... 110 4.5. Allocation of the purchase price (multiple sellers) ... 110 4.6. Purchase price adjustment based on closing accounts (adjustment based on changes in net asset value) ... 111 4.7. Purchase price adjustment based on closing accounts (alternative clause - adjustment based only on amount of net cash and working capital as at the closing date) ... 114 4.8. Earn-out ... 116 4.8.1. Payment of earn-out amounts ... 116 4.8.2. Earn-out covenants ... 118 4.8.2.1. Audit right ... 118 4.8.2.2. Consent matters ... 119 4.9. Locked box (leakage covenant) ... 120 References ... 120 CHAPTER 6. CONDITIONS PR ECEDENT... 123 1. Validity requirements ... 123 2. Status of share purchase agreement pending satisfaction of conditions precedent ... 126 3. Consequences of satisfaction of conditions precedent ... 128 4. Consequences in the event conditions precedent are not satisfied ... 128 5. Waiver of conditions precedent ... 129 6. Analysis of certain common conditions precedent ... 130 6.1. Merger clearance ... 130 6.1.1. Concentrations with an EU dimension ... 130 6.1.2. Belgian merger clearance ... 132 6.2. Approval of financial supervisory authorities ... 134 6.3. Prior consent of third parties ... 135 6.3.1. Consent of third parties with pre-emption rights or rights of first refusal ... 135 6.3.2. Consent of target company's contracting partners with agreements containing change-of-control clauses ... 137 6.4. Financing ... 138 7. Material adverse changes between signing and closing ... 138 8. Management of the target company between signing and closing ... 139 9. Sample clauses ... 140 9.1. Conditions precedent (generic introductory wording in conditions precedent clause) ... 140 9.2. EU merger clearance ... 140 9.3. Belgian merger clearance ... 141 9.4. Merger clearance (general) ... 141 9.5. Approval of National Bank of Belgium ... 141 9.6. Consent of third parties (change-of-control) ... 142 9.7. Consent of third parties (share transfer restrictions) ... 142 9.8. Consent of third parties (release of pledge on shares) ... 142 9.9. Bank financing ... 142 9.10. Compliance with covenants between signing and closing ... 143 9.11. Material adverse changes between signing and closing ... 143 9.11.1. Quantified MAC concept ... 143 9.11.2. Unquantified broad and generic MAC concept ... 143 9.11.3. Quantified, limited, company-specific MAC clause with carve-outs ... 144 9.12. Non-satisfaction of conditions precedent (termination) ... 144 9.13. Obligation to use best efforts to satisfy conditions precedent ... 144 9.14. No retroactive effect ... 144 9.15. Covenants between signing and closing ... 145 References ... 147 Intersentia CHAPTER 7. CLOSING ... 151 1. Closing ... 151 2. Closing deliverables ... 151 3. Corporate resolutions ... 152 3.1. Appointment of new directors and statutory auditor ... 152 3.2. Discharge of former directors and statutory auditor ... 155 4. Breach of closing obligations ... 157 5. Sample clauses ... 158 5.1. Seller's closing obligations ... 158 5.2. Purchaser's closing obligations ... 159 5.3. Corporate meetings ... 159 5.3.1. General meeting of shareholders ... 159 5.3.2. Meeting of the Board of Directors ... 160 5.4. Inter-conditionality of closing obligations ... 160 5.5. Explicit rescission clause... 161 References ... 161 CHAPTER 8. REPR ESENTATIONS AND WARR ANTIES ... 163 1. Purpose and scope of the seller's representations and warranties ... 163 2. Legal nature of the seller's representations and warranties ... 169 3. Interpretation of representations and warranties ... 171 4. Certain particular representations and warranties ... 173 4.1. Accounts ... 173 4.2. "Compliance with laws" ... 177 4.3. Full disclosure ... 178 5. Timing of representations and warranties ... 179 6. Common qualifications of representations and warranties ... 179 6.1. Overview of common qualifications ... 179 6.2. Knowledge qualifier ... 180 6.3. Ordinary course of business exceptions... 181 6.4. Materiality thresholds ... 183 7. Exceptions to the seller's representations and warranties ... 184 7.1. Impact of the purchaser's knowledge on the representations and warranties under the law ... 184 7.2. Contractual regulation of the impact of the purchaser's knowledge on the representations and warranties ... 186 7.3. Disclosures ... 187 7.3.1. Contractual practice and concept of disclosures ... 187 7.3.2. Types of disclosures ... 188 7.3.3. Format of disclosures ... 189 7.3.4. Timing of disclosures ... 190 8. Burden of proof ... 190 9. Sample clauses ... 192 9.1. Guarantee obligation ... 192 9.2. Accounts ... 192 9.2.1. General ... 192 9.2.2. Inventories ... 193 9.2.3. Receivables ... 193 9.2.4. Related party transactions / claims ... 193 9.2.5. Absence of undisclosed liabilities ... 194 9.3. Compliance with laws ... 194 9.4. Full disclosure ... 194 9.4.1. Extended version ... 194 9.4.2. Limited version ... 195 9.5. Knowledge qualifiers (anti-sandbagging) ... 195 9.6. Knowledge of the purchaser (pro-sandbagging) ... 195 9.7. Disclosures ... 196 9.8. Repetition of warranties on closing ... 197 9.9. Seller's knowledge ... 197 9.10. Ordinary course of business... 197 9.11. Materiality threshold ... 198 9.12. Burden of proof ... 198 References ... 198 CHAPTER 9. INDEMNIFICATION OBLIGATION OF THE SELLER ... 203 1. Indemnification in case of breach of representations and warranties ... 203 1.1. Indemnification pursuant to a contractual indemnifi cation mechanism ... 203 1.2. Indemnification in the absence of a contractual indemnification mechanism ... 205 1.2.1. Application by analogy of seller's statutory obligation to safeguard the purchaser for hidden defects ... 205 1.2.2. Application of general rules of contractual liability ... 208 1.2.3. Application in practice and conclusion ... 212 2. Duty to mitigate damage ... 214 3. Beneficiary of representations and warranties and seller's indemnification obligation ... 214 4. Procedural rules ... 215 4.1. Notification of a claim and objections ... 215 4.2. Third-party claims ... 218 5. Nature of payments made pursuant to seller's indemnifi cation obligation ... 219 6. Concurrence of contractual and extra-contractual liability ... 220 7. Sample clauses ... 221 7.1. Indemnification obligation... 221 7.1.1. Multiple sellers - Joint liability ... 221 7.1.2. Multiple sellers - Several and pro rata liability ... 221 7.2. Loss... 222 7.2.1. Extended definition (level of Purchaser or Company / euro-for-euro and multiple) ... 222 7.2.2. Short definition (level of Company only / euro-for-euro) . 222 7.2.3. Short definition (reference to contractual damages as defined by the Civil Code) ... 222 7.2.4. Short definition (reference to contractual damages as defined by the Civil Code, except article 1150) ... 222 7.3. Duty to mitigate damage ... 223 7.4. The target company as a third-party beneficiary of the representations and warranties ... 223 7.5. Nature of payments ... 223 7.6. Tax gross-up ... 223 7.7. Claim procedures - Notification of a claim ... 223 7.8. Claim procedures - Third-party claims ... 225 7.8.1. Seller's interest ... 225 7.8.2. Purchaser's interest ... 226 References ... 227 CHAPTER 10. LIMITATIONS TO INDEMNIFICATION OBLIGATION OF THE SELLER ... 231 1. Introduction ... 231 2. Nature of contractual limitations of the seller's indemnifi cation obligation ... 231 3. Limitation in time of the indemnification obligation ... 232 3.1. General time limitation ... 233 3.2. Specific time limitations ... 233 3.2.1. Specific time limitation for tax matters ... 234 3.2.2. Specific time limitation for social security matters ... 235 3.2.3. Specific time limitation for employment matters ... 236 3.2.4. Specific time limitation for environmental matters ... 236 3.2.4.1. Flemish Region ... 237 3.2.4.2. Walloon Region... 239 3.2.4.3. Brussels Region ... 240 3.2.4.4. Civil law damages ... 240 3.2.5. Specific time limitation for title warranties ... 241 4. Limitation of the amount of the indemnification obligation ... 241 5. Sample clauses ... 242 5.1. Limitation in time (fixed term) ... 242 5.2. Limitation in time (variable term with reference to statute of limitations) ... 243 5.3. Limitation in time (combination of fixed and variable terms) ... 243 5.4. Amount limitation - De minimis (individual threshold) ... 243 5.5. Amount limitation - De minimis (aggregate - basket) ... 244 5.6. Cap ... 244 5.7. Other limitations ... 244 5.7.1. Losses covered by insurance ... 244 5.7.2. Net effect ... 245 5.7.3. Single recovery ... 245 5.7.4. Contingent liabilities ... 245 5.7.5. Regulatory changes ... 246 References ... 246 CHAPTER 11. SPECIFIC INDEMNITIES ... 249 1. Concept of specific indemnities ... 249 2. Sample clauses ... 252 2.1. Specific indemnity (framework) ... 252 2.2. Specific indemnity for tax matters ... 252 2.3. Specific indemnity for ongoing litigation ... 253 2.4. Specific indemnity for related party claims ... 254 2.5. Specific indemnity for environmental issues (broad - generic) ... 255 2.6. Specific indemnity for defined environmental matters ... 257 2.7. Alternative specific indemnity for defi ned environmental matters (short) ... 260 2.8. Specific indemnity for leakage ... 260 References ... 260 CHAPTER 12. TER MINATION ... 263 1. Introduction ... 263 2. Rescission ... 263 2.1. Types of rescission ... 263 2.1.1. Judicial rescission (article 1184 of the Civil Code) ... 264 2.1.2. Explicit rescission clause ... 265 2.1.3. Extrajudicial rescission ... 267 2.2. Consequences of rescission ... 269 3. Cancellation ... 270 3.1. Types of cancellation ... 270 3.1.1. Unilateral cancellation based on explicit cancellation clause ... 270 3.1.2. Cancellation by mutual consent ... 272 3.2. Consequences of cancellation ... 272 4. Conditions subsequent ... 273 5. Sample clauses ... 274 5.1. Exclusion of judicial and extra-judicial rescission right ... 274 5.2. Explicit rescission clause... 274 5.3. Cancellation (loss of material business relations / material adverse changes)... 275 5.4. Cancellation (breach or financial distress of a party) ... 276 5.5. Effect of termination ... 276 References ... 277 CHAPTER 13. NON-COMPETE AND NON-SOLICITATION CLAUSES ... 281 1. Non-compete clauses ... 281 1.1. Introduction ... 281 1.2. Limitations ... 283 1.2.1. Duration ... 285 1.2.2. Territorial scope ... 286 1.2.3. Restricted activities ... 287 1.3. Invalid non-compete clauses ... 287 1.4. Sanction in the event of breach ... 289 2. Non-solicitation clauses ... 291 3. Sample clauses ... 292 3.1. Extended version ... 292 3.2. Alternative clause (reduced version) ... 295 3.3. Non-compete clause only (limited version)... 297 References ... 297 CHAPTER 14. OTHER TYPICAL COVENANTS ... 301 1. Overview of other typical covenants ... 301 2. Waiver of the seller's claims against the target company ... 301 3. Exoneration clauses ... 305 4. Share transfer restriction ... 309 5. Further co-operation ... 310 6. Use of name and logo ... 311 7. Confidentiality... 311 8. Sample clauses ... 312 8.1. Seller's waiver of claims against the target company ... 312 8.2. Exoneration clauses ... 312 8.2.1. Exoneration clause excluding the seller's liability on extra-contractual grounds ... 312 8.2.2. Waiver of the purchaser's and the target company's claims against the seller... 313 8.3. Share transfer restriction ... 313 8.4. Use of name and logo (waiver by the seller) ... 314 8.5. Use of name and logo (obligation of the purchaser)... 314 8.6. Further co-operation ... 315 8.7. Confidentiality undertaking (strict) ... 315 8.8. Confidentiality undertaking (alternative clause with additional carve-outs) ... 315 References ... 316 CHAPTER 15. BOILERPLATE ... 321 1. Introduction ... 321 2. Matters typically covered by boilerplate provisions ... 321 2.1. Amendments and waiver ... 321 2.2. Appointment of sellers' or purchasers' representative ... 322 2.3. Assignments ... 323 2.4. Confidentiality ... 323 2.5. Costs and expenses ... 324 2.6. Entire agreement ... 324 2.7. Execution in counterparts ... 325 2.8. Interest ... 326 2.9. Notices ... 327 2.10. Rights and remedies of the parties ... 327 2.11. Sellers' and purchasers' liability ... 328 2.12. Severability ... 330 3. Sample clauses ... 331 3.1. Amendments and waiver ... 331 3.2. Appointment of a sellers' representative ... 331 3.2.1. Limited delegation of authority ... 331 3.2.2. Comprehensive delegation of authority ... 332 3.3. Assignment ... 333 3.4. Confidentiality ... 334 3.5. Costs and expenses ... 334 3.6. Entire agreement ... 334 3.7. Execution in counterparts ... 334 3.8. Interest ... 334 3.9. Notices ... 335 3.9.1. Restrictive clause ... 335 3.9.2. Alternative clause ... 335 3.10. Rights and remedies of the parties ... 336 3.10.1. Not excluding other rights and remedies ... 336 3.10.2. Waiver of termination right for breaches of warranties... 336 3.10.3. Exclusion of other rights and remedies of the seller and the purchaser ... 336 3.11. Sellers' and purchasers' liability ... 337 3.11.1. Joint liability ... 337 3.11.2. Several liability only ... 337 3.12. Severability ... 337 References ... 337 CHAPTER 16. GOVERNING LAW AND DISPUTE RESOLUTION ... 341 1. Governing law ... 341 2. Dispute resolution ... 342 2.1. Ordinary courts ... 342 2.2. Arbitration ... 343 2.3. Mediation ... 345 3. Sample clauses ... 346 3.1. Governing law ... 346 3.2. Dispute resolution ... 346 3.2.1. Ordinary courts ... 346 3.2.2. Ad hoc arbitration ... 346 3.2.3. Arbitration Cepani... 346 3.2.4. Arbitration ICC ... 347 3.2.5. Prior internal mediation and escalation procedure ... 347 3.2.6. Mediation Cepani ... 347 3.2.7. Mediation ICC (optional) ... 348 3.2.8. Mediation ICC (obligation to consider ICC mediation rules)... 348 3.2.9. Mediation ICC (obligation to refer dispute to ICC mediation rules while permitting parallel arbitration proceedings if required) ... 348 3.2.10. Mediation ICC (obligation to refer dispute to ICC mediation rules, followed by arbitration if required) ... 348 References ... 349 CHAPTER 17. SIGNING OF THE SHARE PURCHASE AGREEMENT ... 351 1. Formal requirements for valid execution ... 351 2. Number of originals ... 353 3. Sample clauses ... 354 3.1. Two signatories ... 354 3.2. Multiple signatories and waiver of article 1325 of the Civil Code . 355 3.3. Intervention of the target company as third-party beneficiary ... 355 References ... 356 Index... 357 Lexicon... 365
£144.40
Edward Elgar Publishing Ltd International Merger Policy: Applying Domestic
Book SynopsisInternational Merger Policy offers a compelling comparative assessment of domestic and regional merger laws and procedures. Identifying important areas of convergence and emerging best practice, it considers existing levels of international cooperation and highlights the key costs associated with transnational merger review before evaluating possible mechanisms by which they might be reduced.Presenting a holistic comparative treatment of competition law merger regulation and a discussion of policy justifications for merger regulation, this authoritative study tackles the significant challenge of how the costs and conflicts associated with overlapping applications of national merger regimes should be managed. It provides an assessment of areas of convergence and emerging best practice in the national and transnational treatment of mergers, as well as of the state of cooperation and comity in the treatment of transnational mergers. Finally, it offers an evaluation of costs and benefits of the current system of transnational merger regulation, in addition to an examination of proposals for reducing the existing cost burden.The book examines emerging best practice and evaluates the merits of various reform proposals, thus will be of great use to policy makers and competition agencies. It also provides a useful rounded review of key issues surrounding merger policy and practice. Therefore, this book is ideal for researchers and students in this field.Contents: 1. Introduction 2. Theoretical Framework for Merger Law and Policy 3. Substantive Merger Law 4. Merger Review Procedure 5. Merger Remedies 6. Extraterritorial Application of National Laws 7. The Role of Comity and Cooperation 8. The Cost of Transnational Merger Regulation 9. Proposals for Rationalization 10. Conclusion and Proposals for Reform IndexTable of ContentsContents: 1. Introduction 2. Theoretical Framework for Merger Law and Policy 3. Substantive Merger Law 4. Merger Review Procedure 5. Merger Remedies 6. Extraterritorial Application of National Laws 7. The Role of Comity and Cooperation 8. The Cost of Transnational Merger Regulation 9. Proposals for Rationalization 10. Conclusion and Proposals for Reform Index
£111.00
Edward Elgar Publishing Ltd Law and Economics of Mergers and Acquisitions
Book SynopsisThis book provides a broad survey of past and recent scholarship on mergers and acquisitions. Seminal work on the history, rationales and outcomes of mergers and acquisitions is followed by leading articles on what M&A lawyers do. Major articles by prominent authorities in the field explore how deals are done, defended and terminated. The collection concludes with several eminent selections on private equity deals and international issues. Table of ContentsContents: Volume I: Acknowledgements Introduction Steven M. Davidoff and Claire A. Hill PART I BACKGROUND: HISTORY, RATIONALES AND OUTCOMES 1. Henry G. Manne (1965), ‘Mergers and the Market for Corporate Control’ 2. Michael Jensen (1989), ‘Eclipse of the Public Corporation’ 3. Bernard S. Black (1989), ‘Bidder Overpayment in Takeovers’ 4. Robert F. Bruner (2004), ‘Does M&A Pay?’ 5. Ulrike Malmendier and Geoffrey Tate (2008), ‘Who Makes Acquisitions? CEO Overconfidence and the Market’s Reaction’ PART II WHAT M&A LAWYERS DO 6. Ronald J. Gilson (1984), ‘Value Creation by Business Lawyers: Legal Skills and Asset Pricing’ 7. Claire A. Hill (2001), ‘Why Contracts are Written in “Legalese”’ 8. John C. Coates IV (2001), ‘Explaining Variations in Takeover Defenses: Blame the Lawyers’ 9. Claire A. Hill (2009), ‘Bargaining in the Shadow of the Lawsuit: A Social Norms Theory of Incomplete Contracts’ PART III HOW DEALS ARE DONE: BOARD FIDUCIARY DUTIES 10. William T. Allen, Jack B. Jacobs and Leo E. Strine, Jr. (2002), ‘The Great Takeover Debate: A Meditation on Bridging the Conceptual Divide’ 11. Stephen M. Bainbridge (2006), ‘Unocal at 20: Director Primacy in Corporate Takeovers’ 12. Matthew D. Cain and Steven M. Davidoff (2011), ‘Form over Substance? The Value of Corporate Process and Management Buy-Outs’ PART IV HOW DEALS ARE DONE: PROCESS 13. Lawrence A. Hamermesh (2002), ‘A Kinder, Gentler Critique of Van Gorkom and its Less Celebrated Legacies’ 14. Audra L. Boone and J. Harold Mulherin (2007), ‘How Are Firms Sold?’ 15. Lawrence A. Hamermesh and Michael L. Wachter (2009), ‘Rationalizing Appraisal Standards in Compulsory Buyouts’ PART V DEFENDING THE CORPORATE BASTION: PROTECTIVE DEVICES GENERALLY 16. Martin Lipton and Paul K. Rowe (2002), ‘Pills, Polls, and Professors: A Reply to Professor Gilson’ 17. Lucian Arye Bebchuk, John C. Coates IV and Guhan Subramanian (2002), ‘The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy’ 18. Brett H. McDonnell (2005), ‘Shareholder Bylaws, Shareholder Nominations, and Poison Pills’ Volume II: Acknowledgements An introduction by the editors to both volumes appears in Volume I PART I RESPONDING TO A HOSTILE APPROACH 1. Guhan Subramanian (2003), ‘Bargaining in the Shadow of Takeover Defenses’ 2. Marcel Kahan and Edward B. Rock (2002), ‘How I Learned to Stop Worrying and Love the Pill: Adaptive Responses to Takeover Law’ 3. Bernard Black and Reinier Kraakman (2002), ‘Delaware’s Takeover Law: The Uncertain Search for Hidden Value’ PART II PROTECTING THE DEAL 4. John C. Coates IV and Guhan Subramanian (2000), ‘A Buy-Side Model of M&A Lockups: Theory and Evidence’ 5. Brian J.M. Quinn (2007), ‘Bulletproof: Mandatory Rules for Deal Protection’ 6. Guhan Subramanian (2008), ‘Go-Shops vs. No-Shops in Private Equity Deals: Evidence and Implications’ PART III TERMINATING THE DEAL 7. Afra Afsharipour (2010), ‘Transforming the Allocation of Deal Risk Through Reverse Termination Fees’ 8. Ronald J. Gilson and Alan Schwartz (2005), ‘Understanding MACS: Moral Hazard in Acquisitions’ PART IV PRIVATE EQUITY 9. William W. Bratton (2008), ‘Private Equity’s Three Lessons for Agency Theory’ 10. Brian Cheffins and John Armour (2008), ‘The Eclipse of Private Equity’ 11. Steven M. Davidoff (2009), ‘The Failure of Private Equity’ PART V INTERNATIONAL ISSUES 12. John Armour and David A. Skeel, Jr. (2007), ‘Who Writes the Rules for Hostile Takeovers, and Why? – The Peculiar Divergence of U.S. and U.K. Takeover Regulation’ 13. Guido Ferrarini and Geoffrey P. Miller (2009), ‘A Simple Theory of Takeover Regulation in the United States and Europe’ 14. Christian Kirchner and Richard W. Painter (2002), ‘Takeover Defenses Under Delaware Law, the Proposed Thirteenth EU Directive and the New German Takeover Law: Comparison and Recommendations for Reform’ 15. Paul L. Davies, Edmund-Philipp Schuster and Emilie Van de Walle de Ghelcke (2010), ‘The Takeover Directive as a Protectionist Tool?’
£690.65
Edward Elgar Publishing Ltd Research Handbook on Mergers and Acquisitions
Book SynopsisGlobal in scope and written by leading scholars in the field, the Research Handbook on Mergers and Acquisitions is a modern-day survey providing cutting edge analysis of the state of M&A using history, theory, and empirical work, and also providing a theoretical framework for future research and development in the field.Its chapters explore the history of mergers and acquisitions, considering the theory behind the structure of modern transaction documentation. The authors also address other key M&A issues, such as takeover defenses; judges and practitioners' perspectives on litigation; the appraisal remedy and other aspects of Federal and state law, as well as M&A considerations in the structure of start-ups. The book's coverage is novel as well as broad, broaching comparative issues and shareholder activism in addition to more traditional areas.This Research Handbook will be an invaluable resource for scholars, practitioners, judges and legislatorsTrade Review'In this book, a group of eminent scholars bring takeovers back to the forefront of corporate governance debate. The book examines M&A from a range of perspectives -- historical, economic, legal, transactional and comparative. It pays particular attention to how legal doctrine affects M&A deals in the real world, and assesses the impact of contemporary developments, such as the rise of shareholder activism. Highly recommended for all those interested in corporate governance generally, and M&A in particular.' --Jennifer Hill, The University of Sydney, AustraliaTable of ContentsContents: PART I History and Overview 1. Mergers and Acquisitions: A Cyclical and Legal Phenomenon Claire A. Hill, Brian J.M. Quinn and Steven Davidoff Solomon 2. M&A Contracts: Purposes, Types, Regulation and Patterns of Practice John C. Coates 3. The Market for Corporate Control: Survey of the Empirical Evidence, Estimation Issues, and Potential Areas for Future Research Darius Palia PART II Foundational Principles 4. The Modern Business Judgement Rule D. Gordon Smith 5. Equivalence: Form and Substance in Business Acquisitions Charles K. Whitehead PART III Transaction Structuring 6. A Founders’ Guide to Unicorn Creation: How Liquidation Preferences in M&A Transactions Affect Start-up Valuation Robert P. Bartlett 7. Addressing Informational Challenges with Earnouts in Mergers and Acquisitions Albert H. Choi PART IV Takeover and Deal Defenses 8. Takeover Defenses: The Lay of the Land and Disputed Sign Posts Jordan M. Barry 9. Staggered Boards: Practice, Theory, and Evidence Simone M. Sepe 10. Deal Protection Devices: The Negotiation, Protection, and Enforcement of M&A Transactions Megan Wischmeier Shaner PART V Standards of Review 11. The Role of Judicial Opinions in Shaping M&A Practice Lawrence A. Hamermesh and Jacob J. Fedechko 12. The Reconfiguring of Revlon Lyman Johnson 13. Freezeouts: Doctrine and Perspectives Fernán Restrepo and Guhan Subramanian PART VI Litigation 14. Settlements and Fees in Merger Litigation Sean J. Griffith 15. Lead Plaintiffs and Lead Counsel in Deal Litigation David H. Webber PART VII Statutory Issues 16. The Deterrence Value of Stockholder Appraisal Charles R. Korsmo and Minor Myers 17. Tender Offers and Disclosure: The History and Future of the Williams Act Christina M. Sautter PART VIII Shareholder Activism 18. Activist Stockholders, Corporate Governance Challenges, and Delaware Law Donald F. Parsons, Jr. and Jason S. Tyler 19. Short and Long Term Investors (and Other Stakeholders Too): Must (and Do) Their Interests Conflict? Claire A. Hill and Brett H. McDonnell PART VIII Comparative Perspectives 20. Canadian M & A: A Comparative Perspective Christopher C. Nicholls 21. Legal Transplants in the Law of the Deal: M&A Agreements in India Afra Afsharipour Index
£180.00
Globe Law and Business Ltd Oil and Gas M&A: A Practical Handbook, Second
Book SynopsisThe downturn in the oil commodity price starting in 2014 had a chilling effect on oil and gas M&A. However, recent price stabilisation has improved the outlook for M&A activity, making a second edition of this book most timely. A feature of the M&A industry has always been its variety of participants, ranging from integrated energy conglomerates to entrepreneurial frontier explorers. New entrants include state-owned oil companies, financial investors, diversifying service contractors and oil traders. With the growth of specialist stock markets, junior and independent oil companies are better able to raise acquisition finance than ever before, and companies specialising in end-of-life reservoirs are filling the spaces left as oil majors go in search of new opportunities. Transaction types are also diverse and are completed using a variety of different deal structures. As well as providing chapters on each type of acquisition method, this book also includes an analysis of the underlying structuring decisions. In addition, this practical guide covers a number of ancillary areas, including valuations, financing, tax and accounting. Decommissioning liability is also considered in an M&A context. A number of new chapters are also featured, covering topics such as competition law, environmental law and dealing with material adverse changes. This comprehensive new edition will prove an essential resource to anyone involved in the upstream industry M&A process including lawyers, bankers, financiers, business executives, accountants and tax advisers.Table of ContentsIntroduction 5 Paul Bannister Mark W Llamas GMP FirstEnergy Valuation 11 Christopher R K Moore Moyes & Co, Inc Structuring the transaction 31 Jubilee Easo Eversheds Sutherland Joanna Kay Orrick, Herrington & Sutcliffe (UK) LLP Private equity investment in the oil and gas industry 45 Maarten Overmars Simon Tysoe David Ziyambi Latham & Watkins Share purchase agreements 61 Alexander Reid HFW Asset sale and purchase agreements 79 John C LaMaster Akin Gump Strauss Hauer & Feld LLP Public takeovers 109 Mary Bartle David Lewis Clifford Chance LLP Financing oil and gas M&A transactions 127 Robert Aulsebrook Akin Gump Strauss Hauer & Feld LLP Anti-corruption initiatives in upstream oil and gas 147 Tamer A Soliman Mayer Brown Disputes in oil and gas M&A transactions 169 Mark Beeley Orrick, Herrington & Sutcliffe (UK) LLP Financial and tax due diligence 179 Chris Searle BDO LLP Due diligence and warranties 191 Marc Hammerson Caroline-Lucy Moran Akin Gump Strauss Hauer & Feld LLP Dealing with material adverse changes in upstream acquisitions and divestitures 215 John C LaMaster Akin Gump Strauss Hauer & Feld LLP Environmental considerations in oil and gas M&A 227 Julie Vaughan Herbert Smith Freehills Decommissioning in an M&A context 243 Paula Kidd Norman Wisely CMS Cameron McKenna Nabarro Olswang LLP Competition law issues in oil and gas M&A 259 Paul Culliford Andrew Hockley Bryan Cave Leighton Paisner LLP About the authors 279 Index 285
£144.00
Globe Law and Business Ltd Carve-out M&A Transactions: A Practical Guide
Book SynopsisA carve-out in the M&A context is a partial sale of a business unit from a company. It is different from a straightforward M&A in that it is more complex with many more issues involved. With the rise of activist investors and the search for bigger returns, the pressure on businesses to focus on key products or jurisdictions has grown. Consequently, many transformational M&A transactions are being undertaken by large corporates and there is increased attention from management - and antitrust regulators - to ensure acquired assets have a strategic fit. This frequently results in non-core products or geographies - or in the case of mandated divestments by antitrust authorities, overlapping products - to be sold. Such sales are attractive to private equity purchasers, adding another layer of complexity and competitiveness to be managed. Structuring and managing these carve-out transactions is complex and this book focuses not only on the key differences in negotiating and drafting transaction documents, the impact on counsel procedures and other legal risks to be managed, it also looks at related regulatory and reputational risks. This practical guide, edited by Robbie McLaren at Latham & Watkins, features contributions by specialists on subjects linked to the structuring and execution of carve-out transactions and provides an invaluable insight into the legal, regulatory and practical elements in play. Topics include documentary provisions, IP transfers, transitional services, employment risks, antitrust concerns and financing acquisitions. Whether you are a lawyer in practice or in-house, this commercially focused new title provides a comprehensive analysis of carve-out M&A transactions.Trade ReviewHighly practical and commercially focused. An essential read for any in-house lawyer about to embark on a carve out. -- Matthew Frankel, General CounselTable of ContentsTable of contents Introduction Robbie McLaren Latham & Watkins Purchase price mechanisms Farah O'Brien Daniel Treloar Latham & Watkins Conditionality Nick Cline Emily Cridland Latham & Watkins Carve-out protections Robbie McLaren Beatrice Lo Latham & Watkins The role of due diligence Transitional services Gail Crawford Frances Stocks Latham & Watkins Anti-trust concerns Gregory Bonne Jonathan Parker Latham & Watkins Capital markets concerns Claire Keast-Butler Anna Ngo Latham & Watkins Tax Employees Catherine Drinnan Latham & Watkins IP In-house lawyers' perspective Rachel Canham BT Group Litigation v arbitration Jeffrey Sullivan Gibson Dunn Key concerns for PE Key differences between US and UK practice Ed Barnett Terry Charambalous Scott Shean Latham & Watkins
£117.00
Edward Elgar Publishing Ltd Cross-Border Mergers and Acquisitions: The Case
Book SynopsisThis book demystifies the dynamics of cross-border mergers and acquisitions; from the preliminary agreements and due diligence, to valuation, structuring, financing, and the eventual closing of the deal. It examines merger incentives and efficiencies, in theory and in empirical findings. The author adeptly identifies the impediments facing cross-border mergers and acquisitions and focuses on pre-merger control laws and regulations, particularly those of the US, EU, and Middle East. Consideration is also given to merger deregulation and other key reforming proposals. The book will be a useful resource for students and scholars with an interest in mergers and acquisitions, antitrust laws, and corporate history. Legal Professionals and those in related fields will gain a practical understanding of how to tailor their deals to overcome the unique impediments associated with cross-border transactions. Policy makers will also find the information and assessment criteria developed in the book to be a useful tool for evaluating and designing policy.Table of ContentsContents: Introduction 1. Demystification of Mergers And Historical Overview 2. Merger Incentives, Efficiencies, And Impediments 3. Proposals For Reform Conclusion and Recommendations Bibliography Index
£120.00
Edward Elgar Publishing Ltd Research Handbook on Global Merger Control
Book SynopsisOver the past 30 years, merger control has become well-established around the world with broad consensus around its ambit and objectives. That consensus has fractured in recent years. Enforcement today is at a critical juncture, facing an array of challenges and calls for reform unprecedented in their scope and intensity.Authored by leading legal practitioners, economists, enforcers and jurists, this timely Research Handbook on Global Merger Control discusses various critiques that have been made and considers an array of jurisdictional, procedural, substantive and other issues that are generating intense debate across the antitrust community. These include the scope and objectives of merger control, whether merger control can be reconciled with industrial policy, whether the consumer welfare standard is an appropriate tool for substantive assessment, whether merger control should be used to meet broader policy objectives, and whether existing rules and presumptions are appropriate for the digital age.This Research Handbook will be of great value to anyone interested in global merger control, digital markets, industrial policy and the role of public interest considerations. It provides an excellent tool for academics and practitioners looking to gain a rounded view of current issues in global merger control and an understanding of how enforcement is likely to evolve.Table of ContentsContents: Foreword xii Preface xv Research Handbook on Global Merger Control: Introduction and synopsis 1 Ioannis Kokkoris and Nicholas Levy PART I INSIGHTS ON SELECT TOPICS 1 The proliferation of global merger control 11 Mark Leddy, Kenneth Reinker and Lars-Peter Rudolf 2 Why agencies diverge in their reviews of global deals 49 Frederic Depoortere, Andrew Foster, Barry Hawk and Ken Schwartz 3 Market definition in merger control revisited 87 Jorge Padilla, Joe Perkins and Salvatore Piccolo 4 Mergers with homogeneous products: A primer 108 Hans Zenger and Pierre Régibeau 5 The past, present and future of the SIEC standard in EU merger review 128 Sven B. Völcker 6 How to address under-enforcement in digital markets? 147 Robert Ryan, James Rutt and Mike Walker 7 Is the approach to “failing” and “flailing” firms in merger control fit for purpose? 163 Nicole Kar and Josh Buckland 8 Efficiencies in horizontal mergers: the white whale of EU merger control? 190 Bojana Ignjatovic and Joan de Solà-Morales 9 The jurisdictional reach of EC merger control: Striking the right balance 216 Nicholas Levy, Andris Rimsa and Bianca Buzatu 10 The importance of judicial review for the future of EU merger control 241 Bo Vesterdorf, Kyriakos Fountoukakos, Kristien Geeurickx and Camille Puech-Baron 11 The politics of merger control in the European Union 267 Jonathan Faull 12 Industrial policy and EU merger control – finding the right tools 273 Philip Lowe, Alec Burnside, and Adam Kidane 13 EU merger control and national security assessment: A moving target 328 Ioannis Kokkoris 14 Can EU merger control resist the turn towards protectionism? 352 Anu Bradford 15 Mergers, antitrust and the China card 367 Eleanor M. Fox 16 Greening merger control? The role of environmental considerations in merger analysis 383 Suzanne Kingston PART II JURISDICTION-SPECIFIC INSIGHTS 17 Mergers Down Under 403 Deborah Healey and Rhonda L. Smith 18 Global mergers and international remedies 427 Alexandre Cordeiro Macedo 19 China’s merger control 437 Cunzhen Huang and Yiming Sun 20 Merger control in France 462 Étienne Chantrel 21 In review: Merger control in India 486 Nisha Kaur Uberoi 22 Merger control in Japan: Select jurisdictional, procedural and substantive developments 515 Kozo Kawai and Madoka Shimada 23 Merger control in Russia: Review and perspectives 537 Andrey Tsyganov, Lesya Davydova and Anastasia Dokukina 24 Jurisdictional and policy issues in South Africa, including a focus on digital markets 563 Tembinkosi Bonakele 25 UK merger control: Select jurisdictional, procedural and substantive issues 594 Colin Raftery, Elie Yoo and Andrew Hilland 26 US merger control 617 D. Bruce Hoffman and Gabriel J. Lazarus Index
£242.25
Chronos Publishing Build Sell Retire
Book SynopsisEverything you need to know about growing and selling a business: the opportunities, the pitfalls, advice to avoid, advice to seek, how to succeed and break free from today's struggles, who to trust and how to achieve your dreams. Chris Averill, successful entrepreneur, has been through it all and knows the inside tricks. In this time of crisis, his blueprint is the one all budding entrepreneurs need to read.; Over 50 practical tips from Chris and other successful business owners on how to get your business ready for sale, who to sell to and how to make the most money from the sale.; "I commend this volume to anyone embarking on a startup, or those who work with entrepreneurs. It is a wart and all, first-person tale of how to grow a company and make a fortune - and what to do afterwards!" - Luke JohnsonTrade Review"Build Sell Retire is inspiring. It offers a refreshingly candid look at starting, running and selling a successful business. Author Chris Averill writes witty and honest anecdotes about how he built his company. He doesn't shy away from sharing what went wrong along the way. Averill includes valuable lessons on how to rebound from setbacks with humour and heart." - Jill Martin Wrenn, Journalist;
£9.49
Edward Elgar Publishing Ltd Regulating Mergers and Acquisitions of U.S.
Book SynopsisWhat happens when electric utility monopolies pursue their acquisition interests undisciplined by competition, and insufficiently disciplined by the regulators responsible for replicating competition? Since the mid-1980s, mergers and acquisitions of U.S. electric utilities have halved the number of local, independent utilities. Mostly debt-financed, these transactions have converted retiree-suitable investments into subsidiaries of geographically scattered conglomerates. Written by one of the U.S.'s leading regulatory thinkers--a litigating attorney, regulatory advisor, expert witness and law professor--this book combines legal, accounting, economic and financial analysis with insights from the dynamic field of behavioral economics. With a clear assessment of the 30-year march of U.S. electricity mergers, the author describes the economic losses that result when merger promoters and their transactions face neither the discipline of competition nor the rigors of regulation. This work is essential reading for regulatory practitioners, consumer advocates and investment advisors--as well as citizens concerned with concentration of economic power. The principles explored are relevant anywhere regulated utility monopolies have the legal right to merge, acquire or be acquired.Trade Review'Scott Hempling's important new book challenges us to think differently about purchases, sales, and mergers of electric utilities. Drawing on his vast understanding of this industry, he argues that utility franchises are public privileges intended to serve consumers but have become commodities batted around by private financial interests. He explains how this has come about, with what effects, and what now needs to be done to fix it. This book is a must-read for all who care-and should care-about the private exploitation of public interests.' --ohn Kwoka, Finnegan Distinguished Professor of Economics, Northeastern University, US'Scott Hempling does what few in the utility regulatory sphere do. He challenges the regulator to deeply and fundamentally evaluate the public policy that underpins their decision making. Here he has chosen one of the most important areas of regulation to issue that challenge-utility mergers. As this carefully researched and meticulously documented analysis is widely read by current and future commissioners it will, no doubt, transform that process for the good of all consumers.' --Jon Wellinghoff, CEO of GridPolicy, Inc. and former Chairman, Federal Energy Regulatory Commission, USTable of ContentsContents: Part I The transactions: Sales of public franchises for private gain, undisciplined by competition, producing a concentrated, complicated industry no one intended 1. Diverse strategies, common purpose: selling public franchises for private gain 2. Missing from utility merger markets: competitive discipline 3. The structural result: concentration and complication no one intended Part II The harms: Economic waste, misallocation of gain, competitive distortion, customer risks and costs 4. Suboptimal couplings cause economic waste 5. Merging parties divert franchise value from the customers who created it 6. Mergers can distort competition: market power, anticompetitive conduct and unearned advantage 7. Hierarchical conflict harms customers Part III Regulatory lapses: Visionlessness, reactivity, deference 8. Regulators' unreadiness: checklists instead of visions 9. Promoters' strategy: frame mergers as simple, positive, inevitable 10. How do regulators respond? By ceding leadership, underestimating negatives and accepting minor positives 11. Explanations: passion gaps and mental shortcuts Part IV Solutions: Regulatory posture, practices and infrastructure 12. Regulatory posture and practice: less instinct, more analysis; less reactivity, more preparation 13. Regulatory infrastructure: strengthen regulatory resources, clarify statutory powers, assess mergers’ effects References Index
£74.10
Brown Dog Books MERGERS WITH THE BENEFIT OF HINDSIGHT
Book Synopsis This is a compelling guide to law firm M&A that will challenge your thinking. Find out what stops integration working by using the insight of a peer group of Managing Partners. Benefit from their hindsight on themes that are recurrent, this is practical and entirely relatable with useful anecdotes and case studies on best practice. Featuring every key aspect of the M&A process from inception to completion, there is advice on everything from strategy, culture, communications, finance, behaviour of partners and staff, client considerations, marketing and IT which will enable you to plan and focus on successful integration. Inspiring for those considering M&A and insightful for day-to-day management of professional services partnerships.
£14.24
Bloomsbury Publishing PLC European Merger Remedies: Law and Policy
Book SynopsisAs merger transactions become more complex, so do the remedies involved. This book seeks to identify and examine the most important aspects of merger remedies, which have emerged and evolved in the European Commission's policy and practice over the past 20 years. The in-depth analysis of applicable provisions and guidelines is structured in accordance with a typical 'remedies lifecycle': the negotiation, submission, assessment, adoption, implementation and enforcement of remedies. Furthermore, numerous conditional clearance decisions and judgments as well as studies and legal literature on the subject are described and put into a coherent analytical framework with the aim of providing as much nuance as possible in the evaluation of the Commission's past and present remedies policy and practice. While the Commission indisputably has accomplished numerous successes in its remedies enforcement over the years, it has also encountered some significant obstacles and shortcomings along the way. To this effect, the final chapter in the book critically assesses whether the current framework, which has remained unchanged since 2008, continues to provide an adequate regulatory response to today's remedies issues and challenges. Where adjustments and improvements are deemed desirable or necessary, possible measures are considered.Trade ReviewThere is so much to recommend about this book. It is an incisive and comprehensive work which is reflective enough for academics but written in a way which proves useful to practitioners - an admirable combination and accomplishment. -- Dr Vincent J G Power * European Competition Law Review *Table of Contents1. The Commission's Remedies Policy 2. Negotiating, Submitting, Assessing and Adopting Remedies 3. Essential Features of Divestiture Remedies 4. Implementing and Enforcing Remedies 5. Building on Successes and Learning from Mistakes
£142.50
Globe Law and Business Ltd M&A in the Middle East: A Practical Regional
Book SynopsisThe Middle East and North Africa (MENA) region is a growing market which is attracting increasing interest from local and foreign investors alike. With competition on the rise, the region has also seen significant developments in M&A activity. This trend has been driven by investors from around the world, drawn by the opportunities that the region has to offer, and by local companies seeking to consolidate their market share. Although the entire MENA region has unique investment potential, each jurisdiction presents specific opportunities and challenges in the context of M&A deals. This book highlights the idiosyncrasies and trends that define and distinguish each jurisdiction, while providing up-to-date and practical advice for legal professionals advising on deals. In-house lawyers and potential investors will also benefit from this valuable guide. It is designed to assist professionals in keeping pace with potential M&A transactions in which they are involved, and to provide insight into common business practices and challenges in the region. This book includes country chapters on Bahrain, Egypt, Jordan, Lebanon, Kuwait, Morocco, Oman, Qatar, Saudi Arabia, Tunisia and the United Arab Emirates. Each chapter provides an overview of the jurisdiction’s corporate and commercial context, an analysis of the business environment and a guide to the requirements and challenges of conducting M&A transactions on the ground, including coverage of structuring, merger agreements, post-merger issues and case studies. M&A in the Middle East presents unique insights into each market. It is a practical guide that assists those involved in M&A deals in managing risk and expectations, while also ensuring that deals are closed as efficiently as possible.Table of ContentsIntroduction 5 Michael Kortbawi Bin Shabib & Associates (BSA) LLP Bahrain 19 Bill Jefferies Abdullah Mutawi Trowers & Hamlins LLP Egypt 33 Mohamed A Ghannam Khaled Moussa Helmy, Hamza & Partners Jordan 43 Alia Nimry Khalifeh & Partners Kuwait 67 Ramy El Demerdash Philip H Kotsis Sonia A Salah Al Tamimi & Company Lebanon 83 Nada Abdelsater-Abusamra Abdelsater Abusamra & Associates (ASAS LAW) Hala Raphael-Abillama Raphael & Associes Law Firm Morocco 97 Mohieddine El Amari El Amari & Associés Sofia Layachi Fonds Marocain de Développement Touristique (FMDT) Oman 105 Taimur Malik Curtis, Mallet-Prevost, Colt & Mosle LLP Alastair Neale Jihad Al Taie Law Office Qatar 119 Grace Alam Chadia El Meouchi Marie-Anne Jabbour Badri & Salim El Meouchi LLP Saudi Arabia 137 Muhammad Arif Saeed Dhabaan and Partners (in association with Eversheds) Tunisia 151 Mohamed Zaanouni Zaanouni Law Firm United Arab Emirates 161 Steven Bainbridge Al Tamimi & Company About the authors 177
£124.20
The University of Law Publishing Limited Acquisitions 2023: Legal Practice Course Guides
Book Synopsis
£36.09