目次

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