The New Delaware Takeover Statute PDF Download

Author: Lawrence A. Hamermesh
Publisher:
ISBN:
Category : Consolidation and merger of corporations
Languages : en
Pages : 428

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Author: Craig B. Smith
Publisher:
ISBN:
Category : Consolidation and merger of corporations
Languages : en
Pages : 388

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Author: Delaware
Publisher:
ISBN:
Category : Tender offers (Securities)
Languages : en
Pages :

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Author:
Publisher:
ISBN:
Category : Consolidation and merger of corporations
Languages : en
Pages : 394

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Book Description

Author: Rodman Ward
Publisher: Aspen Publishers
ISBN:
Category : Corporation law
Languages : en
Pages : 1492

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Book Description
As reporter for the revised Delaware Corporation Law, Ernest L. Folk played the decisive role in the actual drafting of the law. His great subsequent analysis now in its Fourth Edition is organized by code section, with incisive and extensively annotated commentary that includes: Strategies and options for specific business decisions and activities under the statute -- Detailed analysis of the practical applications and effects of each statutory provision and judicial decision -- All the major cases, many of them unreported and unavailable in any other source. You'll find easy-to-follow, ready-to-use guidance on such important matters as: Duties of officers and directors -- Director and officer liability -- The business judgment rule -- Standards of fairness in corporate transactions -- Administrative guidelines on filing Mergers and acquisitions -- The poison pill defense and other takeover tactics -- Contested takeovers, leveraged buyouts, and proxy contests -- Appraisal rights -- Alternative business entities and virtually everything else you'll need to know to solve problems arising under Delaware corporate law.

Author: Craig B. Smith
Publisher:
ISBN: 9781558714496
Category : Consolidation and merger of corporations
Languages : en
Pages :

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... analyzes Section 203 of Delaware's General Corporation Law, which was adopted to encourage fully priced tended offers and negotiated acquisitions and discourage highly leveraged takeovers of corporations.

Author: Ernest L. Folk
Publisher:
ISBN:
Category : Corporation law
Languages : en
Pages : 88

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Author: Bernard S. Black
Publisher:
ISBN:
Category : Antitakeover strategies
Languages : en
Pages : 44

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Author: Prakhar Vaish
Publisher:
ISBN:
Category :
Languages : en
Pages : 0

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Book Description
The Delaware Takeover law is a multitude of regimes that govern the conduct of Board of Directors in a business acquisition setting. During an acquisition there are numerous risks that need to be addressed including business risks, financial risks, commercial litigation, tax, intellectual property infringement, and antitrust issues. When a board is confronted with a proposed transaction, it has the obligation to determine whether the offer is in the best interests of the corporation and its shareholders. Absent certain limited set of circumstances when it needs to emphasize on short-term merits of the transaction, the board must focus at the long-term strategy of the combined company. This paper discusses the bidding war between Verizon and Qwest Communications over the acquisition of MCI, Inc. By invoking the legal mandate governing the Delware Corporate takeover law, the paper attempts to highlight such nuances of an acquisition setting.

Author: Richard W. Painter
Publisher:
ISBN:
Category :
Languages : en
Pages : 0

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This article compares (i) Germany's highly protectionist 2001 corporate takeover law, (ii) the proposed EU Thirteenth Directive (which endorses the very different market oriented "strict neutrality rule" of the London City Code) and (iii) Delaware's "modified business judgment rule" which lies somewhere between these two approaches. The article also discusses some of the political and economic explanations for Germany's approach to hostile takeovers. The last section of the article discusses a fourth approach favored by the authors: allowing managers to initiate defenses against hostile tender offers but then allowing shareholders to veto management initiated defensive tactics through voting on the Internet.