Mergers and Acquisitions: Cases, Materials, and Problems, Fifth Edition

A concise, accessible, practical, and student-friendly presentation of the Mergers and Acquisitions materials that law students need to know in order to hit the ground running in a transactional setting. Based on the fundamental precept that students taking the course are curious about the subject, but generally have limited familiarity with the business world of mergers and acquisitions, Mergers and Acquisitions: Cases and Materials introduces topics traditionally covered in the study of M&A law in terms that are accessible to the uninitiated law student, demystifying what is often an intimidating and overwhelmingly jargon-laden body of law.

New to the Fifth Edition:

• Additional background information for the “Deal Stories” that form the primary focus of Chapters 1 and 2, with real-world updates on events that transpired since the last edition was published regarding AT&T’s acquisition of DirecTV and Google’s Acquisition of Nest Labs.
• Updates on the use of the Poison Pill, with its increased use in the wake of the global economic crisis brought on by the coronavirus pandemic in 2020.
• Significant pruning of cases in Chapters 2, 5, and 7.
• Important caselaw developments including:
  • Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd. – Chapter 2 (part of a re-working of Appraisal Rights)
  • Corwin v. KKR Fin. Holdings LLC – Chapter 7 (Fiduciary Duty)

Professors and student will benefit from:

• Includes cases, references to state and federal statutes, and ample problems
• The approach is real-world and skills-based with coverage of M&A transactions in the context of both Main Street and Wall Street
• The first two chapters offer a highly accessible introduction and solid foundation for the material that follows
• Emphasizes the ethical responsibilities of both lawyers and corporate managers who are responsible for implementing acquisition transactions
• Underscores the importance of modern fiduciary duty law, building up to the topic in the latter part of the book
• Diagrams in Appendix A make it easier for the student to understand the mechanics of the various deal structures and to appreciate the vital importance of understanding where the acquisition consideration (i.e., stock or cash) is going