Mergers and Acquisitions

Corporations often expand the size or scope of their business operations by raising capital in the financial markets for the construction of new plants, the acquisition of new equipment, or the research and development of new products. Alternatively, corporations may accomplish the same expansion by acquiring the assets or shares of other firms. There are also other reasons for a corporation’s acquiring the assets or shares of another corporation. A corporation may wish to increase its property or investment holdings or acquire the know-how or goodwill of another corporation. Sometimes acquisition is motivated by a desire to eliminate a competitor or to ensure adequate resources and markets for the acquiring corporation’s product.

This course examines the various types of corporate acquisitions and transformations, which have become common in the modern corporate environment.

Contents

• Friendly and Hostile Takeovers
• Beachhead Acquisition and Proxy Fight
• Tender Offer Acquisition
• Leveraged Buy-Outs (LBOs)
• Greenmail
• Takeover Defenses
• Limitation on Takeover Defenses
• The Mechanisms of Merger and Consolidation
• Short-Form Mergers
• Purchase of Assets
• Financial Considerations in Takeover and Mergers
• Stakeholder Rights
• Case Studies

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