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Mergers and Acquisitions: Cases, Materials, and Problems, 4th Edition

Mergers and Acquisitions: Cases, Materials, and Problems, 4th Edition

Author: Therese Maynard
Publisher: Aspen Legal Education
ISBN: 9781454871071
Published In: February 2017
Format: Paperback , 1080 pages
Jurisdiction: U.S. ? Disclaimer:
Countri(es) stated herein are used as reference only

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A concise, accessible, practical, and student-friendly presentation of the mergers and acquisitions materials that law students need to know in order to hit the ground running in a transactional setting. Based on the fundamental precept that students taking the course are curious about the subject, but generally have limited familiarity with the business world of mergers and acquisitions, Mergers and Acquisitions: Cases and Materials, Fourth Edition introduces topics traditionally covered in the study of M&A law in terms that are accessible to the uninitiated law student, demystifying what is often an intimidating and overwhelmingly jargon-laden body of law.

Key Features:

Two new real-world “Deal Stories,” form the primary focus of Chapters 1 and 2, specifically focusing on:
- AT&T’s acquisition of DirecTV, a public company deal using a combination of cash and AT&T stock as the acquisition consideration
- Google’s acquisition of the privately-held, venture capital-backed Nest Labs in an all-cash deal
In the 4th Edition, these two new Deal Stories continue the focus of prior editions by emphasizing M&A deal-making on both Wall Street and Main Street
The Problem Sets in Chapter 2 have been completely revamped to reflect the facts of these two new Deal Stories
New Appendix B contains an edited version of the parties’ Merger Agreement for AT&T’s acquisition of DirecTV
The “Going Private” section of the Fiduciary Duty materials in Chapter 7 has been completely revised to provide important background for the Delaware Supreme Court decision in Kahn v. M & F Worldwide Corp.
Important caselaw developments including:
- RBC Capital Markets, LLC v. Jervis – Chapter 7 (Fiduciary Duty)
- Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH – Chapter 3 (Successor Liability)
- Lazard Technology Partners, LLC v. Qinetiq North America Operations, LLC – Chapter 5 (Documenting the Deal)

Ch. 1. Introduction to Business Acquisitions

Ch. 2. Corporate Formalities: The Mechanics of Structuring Acquisition Transactions

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

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

Ch. 5. Negotiating and Documenting the Transaction

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

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

Ch. 8. Tax, Accounting and Anti-Trust Concerns that Impact Mergers and Acquisition Transactions

New chapter: Going Private (eliminating all public shareholders)

Appendix A: Diagrams of Deal Structures to be Analyzed

Appendix B: Pfizer/Pharmacia Merger Agreement

Appendix C: Stock Purchase Agreement

Appendix D: Letter of Intent

Appendix E: Due Diligence Checklist

Appendix F: Closing Checklist

Appendix G: Fairness Opinions

Therese Maynard

Education:

BA, summa cum laude, University of California Irvine, Phi Beta Kappa

JD, University of California Los Angeles, Order of the Coif

Background:

After graduation from law school, Therese Maynard practiced with the Los Angeles law firm of Gibson, Dunn & Crutcher where she specialized in securities litigation. Maynard, who has published extensively in the area of securities law, joined the Loyola faculty in 1983

Books:

Mergers and Acquisitions: Cases, Materials and Problems (2nd Edition 2009, Aspen Publishers, Inc.)

Mergers and Acquisitions: Cases, Materials and Problems (2005, Aspen Publishers, Inc.)

Corporations (audio book published by West Publishing Co., 2006)

Securities Regulation (audio book published by West Publishing Co., 2007)

Articles:

Teaching Transactional Skills Through Simulations, 10 Transactions: Tennessee Journal of Business Law 7 (2009)

Professional Ethics: Legal Pundits Loose Lipped, an op-ed piece published in the National Law Journal on April 19, 2004, (co-authored with Erwin Chemerinsky and Laurie Levenson)

Educating Ethical Business Lawyers in a Post-Enron World, published in Loyola Lawyer at p. 16 (Fall 2003)

Law Matters. Lawyers Matter, 76 Tulane Law Review 1501 (2002)

Spinning in a Hot IPO: Breach of Fiduciary Duty or Business as Usual?, 43 William and Mary Law Review 2023 (2002)

Spinning in a Hot IPO: A Matter of Business Ethics, 16 Insights: Corporate & Securities Law Advisor (2002)

Do Lawyers Matter? Loyola Lawyer (August 2002).

Teaching Professionalism: The Lawyer as a Professional, 34 Univ. of Georgia L. Rev. 895 (2000).

Essay, A Requiem: ;Reflections on Gustafson, 57 Ohio State Law Journal 1327 (19)