Therese Maynard - Mergers and Acquisitions: Cases, Materials, and Problems

Mergers and Acquisitions

EDITORIAL ADVISORS

Rachel E. Barkow

Segal Family Professor of Regulatory Law and Policy

Faculty Director, Center on the Administration of Criminal Law

New York University School of Law

Erwin Chemerinsky

Dean and Distinguished Professor of Law

Raymond Pryke Professor of First Amendment Law

University of California, Irvine School of Law

Richard A. Epstein

Laurence A. Tisch Professor of Law

New York University School of Law

Peter and Kirsten Bedford Senior Fellow

The Hoover Institution

Senior Lecturer in Law

The University of Chicago

Ronald J. Gilson

Charles J. Meyers Professor of Law and Business

Stanford University

Marc and Eva Stern Professor of Law and Business

Columbia Law School

James E. Krier

Earl Warren DeLano Professor of Law

The University of Michigan Law School

Tracey L. Meares

Walton Hale Hamilton Professor of Law

Director, The Justice Collaboratory

Yale Law School

Richard K. Neumann, Jr.

Professor of Law

Maurice A. Deane School of Law at Hofstra University

Robert H. Sitkoff

John L. Gray Professor of Law

Harvard Law School

David Alan Sklansky

Stanley Morrison Professor of Law

Stanford Law School

Faculty Co-Director

Stanford Criminal Justice Center

ASPEN CASEBOOK SERIES

Mergers and Acquisitions
Cases, Materials, and
Problems

Fourth Edition

Therese H. Maynard

William G. Coskran Professor of Law

Founder, Business Law Practicum

Loyola Law School, Los Angeles

Copyright 2017 CCH Incorporated. All rights reserved.

Published by Wolters Kluwer in New York.

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Library of Congress Cataloging-in-Publication Data

Names: Maynard, Therese H., author.

Title: Mergers and acquisitions : cases, materials, and problems / Therese H. Maynard, William G. Coskran Professor of Law founder, Business Law Practicum Loyola Law School, Los Angeles.

Description: Fourth Edition. | New York : Wolters Kluwer, [2017] | Series: Aspen casebook series

Identifiers: LCCN 2016055782 | eISBN: 978-1-4548-8724-9

Subjects: LCSH: Consolidation and merger of corporations United States. | LCGFT: Casebooks.

Classification: LCC KF1477 .M329 2017 | DDC 346.73/06626 dc23

LC record available at https://lccn.loc.gov/2016055782

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To my Mom and Dad, Anne and Bill Huber,
for always believing in me

and

to my four daughters, who are the source of all inspiration
in my life Catherine, Hayley Del, Annie, and Remington

Summary of Contents

C. Stock Purchase Agreement

Contents

1
Introduction to Business Acquisitions

2
Corporate Formalities: The Mechanics of Structuring Acquisition Transactions

3
Scope of Successor Liability: Transferring the Assets (and Liabilities) of Target Co. to Bidder Co.

4
Selected Federal Securities Law Provisions that Apply to Negotiated Business Combinations

5
Negotiating and Documenting the Transaction

6
Federal Regulation of Stock Purchases: Tender Offers and the Williams Act

7
Fiduciary Duty Law: The Responsibilities of Boards of Directors, Senior Executive Officers, and Controlling Shareholders

8
Tax, Accounting, and Antitrust Considerations Related to Mergers and Acquisition Transactions

Preface

The fourth edition of this casebook was written as the global economy continues to recover from the Great Recession and in the midst of economic uncertainty resulting from the June 2016 Brexit vote in Great Britain and the November 2016 U.S. Presidential election. These events, however, have only served to intensify interest in, and attention on, the topic of this book: the law of mergers and acquisitions. While in the past, this subject may not have been offered on a regular basis, law schools today are facing increasing pressure to provide comprehensive treatment of this important area of modern corporate transactional law practice. Recognizing the increasing importance of this subject within the modern law school curriculum, this casebook is designed to meet the needs of the upper-division law student who seeks to master the basic principles that form the framework of the ever-evolving body of law related to mergers and acquisitions (M&A).

Toward that end, the fourth edition of this casebook continues to be organized based on the fundamental precept that the law student who takes this course is curious about this subject, but generally has limited familiarity with the business world of mergers and acquisitions. Therefore, the fourth edition of this casebook carries forward the essential goal of the earlier editions, which is to introduce the topics traditionally covered in the study of M&A law in terms that are accessible to the uninitiated law student, and further, to stimulate the students curiosity in this subject by demystifying what is often an intimidating and overwhelmingly jargon-laden body of law. As such, this fourth edition continues to eschew string citations to the ever-growing body of literature in the area of M&A law, in favor of a more accessible style that breaks the law of mergers and acquisitions down into manageable chunks. In both the selection and editing of the cases and other materials to be included in this edition of this casebook, the guiding principle has been to present the material in a manner that will enable the law student to master the fundamental principles of M&A and to appreciate the public policies that underlie this legal framework.