The Law of Mergers and Acquisitions - 6th Edition - Jeffrey J. Haas

Description

The Law of Mergers and Acquisitions 6th Edition ISBN 9781636594552

Coursebook Overview:

This coursebook provides a comprehensive introduction to corporate acquisition planning. It examines the legal, regulatory, and policy frameworks governing mergers, acquisitions, and reorganizations, integrating state corporate law and federal securities regulation with relevant aspects of tax, accounting, environmental, products liability, pension, antitrust, national security, bankruptcy, and labor law. By framing these traditionally distinct subjects around real-world transactional contexts, the book emphasizes how legal considerations shape deal structure and timing—including in private equity buyouts.

Each unit includes relevant statutes, regulations, and case law, supported by problems and questions designed to help students master foundational distinctions. Textual notes and curated articles highlight and critically assess the empirical and political assumptions embedded in prevailing legal standards.

New to the Current Edition:

This edition includes comprehensive updates across all topics and expands coverage in several key areas, including:

• Material Adverse Effect (MAE) clauses in light of COVID-19 and their evolving interpretation by courts
• Post-M & F Worldwide developments, including recent amendments to Delaware General Corporation Law (DGCL) Section 144
• The Delaware Supreme Court's abandonment of the Blasius “compelling justification” standard in favor of a strengthened Unocal framework as articulated in Coster v. UIP Companies
• Evolving regulations and legal challenges surrounding SPAC (Special Purpose Acquisition Company) transactions
• Recent SEC amendments to Schedules 13D and 13G
• Updated rules and practice guidance related to Hart-Scott-Rodino (HSR) Act notifications and reviews by the Committee on Foreign Investment in the United States (CFIUS)
• Expanded analysis of shareholder activism, both domestically and internationally

Updates in New Edition:

• Increased focus on the role of “deal value” in appraisal proceedings under Delaware law
• Expanded material on “material adverse effect” clauses in light of COVID-19
• Recent caselaw developments stemming from M & F Worldwide
• Recent changes to DGCL Section 144 impacting controller transactions designed to stop publicly traded Delaware corporations from “DExiting” the state
• The replacement of the Blasius compelling justification standard in favor of Coster’s “muscular” Unocal approach to inequitable conduct by boards of directors
• New rules relating to SPAC transactions and legal challenges to those transactions
• SEC amendments to Schedules 13D/G
• New FTC guidance on HSR Notification and Report Form filings
• Updates to the CFIUS review process and a discussion of “reverse” CFIUS
• Additional insights into shareholder activism in both the U.S. and globally

Haas and Oesterle The Law of Mergers and Acquisitions 6th Edition ISBN 9781636594552 & 978-1636594552