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Bidders and Targets: Mergers and Acquisitions in the U.S.

Hardcover

$84.95

Bidders and Targets: Mergers and Acquisitions in the U.S.

Leo Herzel, Richard W. Shepro

ISBN: 978-1-557-86096-5 January 1991 536 Pages

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Description

The 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.

Acknowledgments 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