Description
Book SynopsisThe striking feature of the takeover market in the US in recent years has been the lightning pace of changes in strategy due to innovations in takeover defense. This book explains in a clear and authoritative manner the best strategies and the traps from the standpoints of both bidders and targets.
The takeover business has become giant and complex with its own special jargon. It is highly regulated by federal and state laws. Ingenious business and legal strategists are constantly generating new methods of thrust and parry to advance their clients causes. This book guides the reader through this complex area. The authors base their advice on what they, their clients and the takeover markets have found to be the most important strategic and legal consideration.
The complete text of the main contracts in the highly controversial Time-Warner deal is reproduced with a full explanation clause by clause of the legal and business negotiating problems faced by both sides. Comparisons with other acquisition transactions illustrate for the specialist and the non-specialist exactly what is going on in acquisition negotiations. Other appendices contain a detailed glossary and key statutes and rules. The book is an unmatchable source for all those involved in or contemplating acquisitions, takeover financing or takeover defense in the U.S.
Table of ContentsAcknowledgments xi
1 Introduction 1
Part I The Framework
2 If Only Directors Were Perfect 9
3 Shareholders Are Not Perfect Either 24
4 The Chief Executive Office 33
5 The Importance of State Corporation Law 39
6 How State Antitakeover Laws Change the Balance 53
7 Defending Friendly Acquisitions from Competition 69
8 Poison Pills and Other Defenses Against Takeovers 76
9 The Role of Federal Law 87
10 Conflicts of Interest: Auctions, Squeeze-outs, Leveraged Buyouts and Insider Trading 99
Part II Advice for Bidders and Targets
11 A Successful Bidder May Still Be a Loser 119
12 Friendly Deals: What Good is a Contract? 124
13 Should I Make a Hostile Bid? 134
14 How Should We Defend Against a Hostile Bid? 148
15 Traps and Opportunities for Bidders 161
16 Practical Thoughts on Leveraged Buyouts and Recapitalizations 177
Part III Case Study: the Time--Warner Agreements Introduction 187
17 Commentary on the Original Time--Warner Merger Agreement 189
Share Exchange Agreement 262
18 Commentary on the Revised Time--Warner Agreement 279
Appendix 359
Table of Cases 467
Bibliography 472
Glossary 478
Subject Index 507
Name Index 520
