영문목차
contents
table of cases lxxi
preface to third edition lxxviii
acknowledgments lxxxi
chapter 1 introduction 3
chapter 2 voting and dissenting in mergers, asset acquisition, and compulsory share exchanges 25
chapter 3 directors' duties in mergers and acquistions 85
chapter 4 introduciton to securities regulation 235
chapter 5 introcution to the tax aspects of mergers and acquistions 309
chapter 6 introduciton to accounting for mergers and acquistions 339
chapter 7 modern valuation techniques in mergers and acquistions 363
chapter 8 introduction to antitrust law aspects of mergers and acquistions 413
chapter 9 hart-scott-rodino pre-merger notification 531
chapter 10 confidentiality agreements and letters of intent 553
chapter 11 acquistion of stock of losely-held corporation 563
chapter 12 acquistiion of assets of closely-held corporation 589
chapter 13 acquistion of a publicly-held target in a negotiated merger 609
chapter 14 acquistions by prviate equity firms in leveraged and management buyouts 707
chapter 15 drafting stock purchase agreements, asset acquistion agreements, and merger agreements 751
chapter 16 proxy contestns 797
chapter 17 introduction to the williams act 821
chapter 18 regulation of open market purchases 831
chapter 19 difinition of tender offer 853
chapter 20 third-party tender offers: the SEC's rules under sections 14(d) and (e) 869
chapter 21 sec's rules on tender offers by issuers 933
chapter 22 state regulation of tender offes 937
chapter 23 target's defensive anctions 955
chapter 24 second step and freezeout mergers 1009
chapter 25 spin-offs 1053
chapter 26 international acquistions 10543
chapter 27 acquistions of banks, bank holding companise, and financial holding companie 1153
chapter 28 introduction to issues in telecommunications mergers and acquistions 1171
chapter 29 acquistions of public utilities 1207
chapter 30 acqusitions of bakruipt corporatiosn 1219
chapter 31 introduction to jint ventrues and stategic alliandes: an alternative to merger 1233
chapter 32 ethical issues facing attorneys in m&a a problem approach 1255
index of major concepts 1261