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Mergers and Acquisitions: Cases, Materials, and Problems

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Mergers and Acquisitions: Cases, Materials, and Problems

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作 者:Ms. Therese Maynard

出 版 社:

出版时间:2008年12月5日

I S B N:9780735574847

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内容简介

内容简介

<p> <b>Mergers and Acquisitions: Cases and Materials, Second Edition</b> is a concise, accessible, practical, and student-friendly presentation of everything law students need to know about mergers and acquisitions in order to hit the ground running in a transactional setting. </p> <p> <b>Using a real-world and skills-based approach, this classroom-tested casebook</b> : </p> <ul> <li> covers M&A transactions in <b>the context of Main Street as well as Wall Street</b> </li> <li> includes <b>cases, references to state and federal statutes, and numerous problems</b> </li> <li> offers a <b>highly accessible introduction and solid foundation</b> for the materials in the first two chapters </li> <li> emphasizes the <b>ethical responsibilities</b> of both lawyers and corporate managers who are responsible for implementing acquisition transactions </li> <li> <b>underscores the importance of modern fiduciary duty law</b>, building up to the topic in the latter part of the book </li> <li> includes a <b>Comprehensive Teacher’s Manual</b> with alternative approaches to teaching, suggestions for shortening reading assignments, suggested deletions to accommodate a two- or three-credit course, sample syllabi, and detailed analysis and answers for all problems in the casebook </li> <li> offers a comprehensive <b>author-hosted</b> <b>website</b> (http://faculty.lls.edu/maynard) that provides PowerPoint slides of all diagrams included in the Appendix, discussion of how to use each slide, answers to all problems and questions in the casebook, updates and links to related materials, and suggestions on how to integrate current events into classroom discussion </li> </ul> <p> <b>The extensive appendices in this casebook offer a wide-range of value-added learning and teaching aids</b>: </p> <ul> <li> <b>real-word documents</b> illustrate M&A transactions and provide students with additional insights </li> <li> notes demonstrate the <b>vital importance of understanding where the money (or whatever is to serve as the acquisition consideration) is going</b> </li> <li> <b>Diagrams and Checklists</b> offer students and instructors easy reference throughout the semester </li> </ul> <p> <b>The Second Edition has been thoroughly updated, and the editing of cases has been tightened. In addition, the author has added</b>: </p> <ul> <li> <b>more note materials</b> to help students put cases and developments into context, particularly in Chapter 2 and Chapter 7 </li> <li> more <b>in depth explanations of the problems</b> </li> <li> <b>new case discussions</b> including Vantagepoint Venture Partners 1996 v. Examen, Inc. and En re: Topps Company Shareholders’ Litigation </li> <li> <b>recent securities law and rule changes</b> </li> </ul> <p> <b>Mergers and Acquisitions: Cases and Materials</b> offers a proven casebook with manageable length, yet thorough coverage. Be sure to request a complimentary examination copy of this casebook before you teach your next M&A course! </p> <p> </p>

作者简介

目录

<p> Chapter 1. Introduction to Business Acquisitions <br />Chapter 2. Corporate Formalities: The Mechanics of Structuring Acquisition Transactions <br />Chapter 3. Scope of Successor Liability: Transferring the Assets (and Liabilities) of Target Corp. to Bidder Corp. <br />Chapter 4. Selected Federal Securities Law Provisions that Apply to Negotiated Business Combinations <br />Chapter 5. Negotiating and Documenting the Transaction <br />Chapter 6. Federal Regulation of Stock Purchases: Tender Offers and the Williams Act <br />Chapter 7. Fiduciary Duty Law: The Responsibilities of Boards of Directors, Senior Executive Officers and Controlling Shareholders <br />Chapter 8. Tax, Accounting and Anti-Trust Concerns that Impact Mergers and Acquisition Transactions </p> <p> <i>Appendix A: Diagrams of Deal Structures to be Analyzed <br />Appendix B: Pfizer/Pharmacia Merger Agreement <br />Appendix C: Selected Provisions of California Corporations Code – Reorganizations <br />Appendix D: Joint Proxy Statement (Form S-4) – Pfizer/Pharmacia Merger <br />Appendix E: Stock Purchase Agreement – Galaxy’s Acquisition of Trekker (Planning Problem – Chapter 6) <br />Appendix F: Letter of Intent <br />Appendix G: Due Diligence Checklist <br />Appendix H: Closing Checklist </i> </p>

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