Fox, Byron E., Fox, Eleanor M. 　著

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目次

PART 1 Introduction: Business and Legal Considerations 1. The Business Setting of Corporate Acquisitions and Mergers 2. The Legal Setting of Corporate Acquisitions and Mergers 2A. General Considerations in Corporate Acquisitions and Mergers 2B. Due Diligence in Mergers & Acquisitions 2C. Principal Provisions of Merger and Acquisition Agreements PART 2 Tax Consequences 3. Tax Factors in Corporate Acquisitions and Mergers 4. Tax-Free Acquisitions 4A. Tax-Free Acquisitions of Partnership and LLC Interests 4B. Taxable Acquisitions of Partnership and LLC Interests 5. Taxable Transactions PART 3 Acquisition Methods 5A. Summary of Acquisition Methods 5B. The Statutory Merger 5C. Acquisitions of Assets 5D. Acquisitions of Stock 5E. Tender Offers and Takeovers Appendix 5E. Glossary of Takeover Terms PART 4 Antitrust Law 6. Introduction to the Merger Antitrust Laws: An Overview of Law and Practice 7. Section 7 of the Clayton Act: Its Language, Its History, and Its Applicability 7A. Other Antitrust Merger Statutes 8. Mergers of Competitors 9. The Vertical Acquisition 10. Mergers That Eliminate Potential Competition 11. Mergers That Impair Market Access 12. Pure Conglomerate Mergers 13-14. RESERVED 15. The Joint Venture 16. The Relevant Market 17. Final Relief in Merger Antitrust Cases 18. Mergers in Regulated Industries 19. Hart-Scott-Rodino: Statutory Premerger Notification and Waiting Periods 20. Government Enforcement Policy -Justice Department and FTC Guidelines 21. Foreign and Transnational Mergers and Joint Ventures Under the United States Antitrust Laws 22. Mergers Under Foreign Antitrust Laws PART 5 Securities Law 23. Registration and Disclosure Under the Securities Act of 1933 24. Exemptions From Registration Under the Securities Act of 1933 25. Reporting and Disclosure Requirements Under the Securities Exchange Act of 1934 26. Limitations on Resale and Market Manipulation 27. Liabilities Under the Federal Securities Laws 28. Issuer Concerns in the Electronic Era PART 6 Other Relevant Laws 29. Responsibilities and Liabilities of Sellers and Purchasers Under Federal Labor Law 30. Finders' and Brokers' Claims in Mergers and Acquisitions 31. Accounting for an Acquisition 32. Considerations Involving Pension and Profit-Sharing Plans in Corporate Acquisitions and Mergers PART 7 Appendices PART 8 Forms of Agreement FORMS 1. Tax-Free Merger of Desktop Publishing Providers Under Delaware Law 2. Merger of Texas Corporation Into New Delaware Corporation to Effect Change of Domicile 3. Merger of Consumer Goods Businesses Under Delaware Law 4. Merger of Large Retail Pharmacy Chains 5. Investment by Foreign Group in Large U.S. Home and Novelty Electronics Company through Delaware Triangular Merger 6. Merger of Media Companies (Turner and Time Warner) 7. Merger of Major Consumer Goods Businesses Under New Jersey Law 8. Merger of Real Estate Investment Trust into Publicly-Traded Real Estate Developer Under Delaware Merger Law 9. Triangular Merger of a Publicly-Owned Delaware Corporation and a Privately Held Delaware Corporation Which Results in the Private Corporation Becoming a Public Company 9A. Agreement and Plan of Reorganization and Plan of Merger of Pennsylvania Banking Corporation; Triangular A Reorganization; "Parachute Payments" and Affiliate Agreement 9B. Merger of Traditional Media Company With Internet Leader; Merger of Delaware Corporations in Complex, Consolidation-Like Transaction 9C. [Reserved] 9D. Merger of Internet-Based Travel Reservation Companies; Reverse Triangular Transaction 9E. Triangular Merger Agreement Between Delaware Corporations Engaged in the Pharmaceutical Industry 9F. Tax-free Triangular Merger of Delaware Corporations: Form of Merger Agreement, Form of Registration Rights Agreement and Form of Lock-up Agreement 10. Combination of Retail Chains Using "Double Dummy" Strategy To Achieve Tax-Free Result 11. Timetable for Acquisition of Assets 12. [Reserved] 13. Taxable Acquisitions of Assets of Delaware Corporation 14. Taxable Sale of Credit Card Operations by National Retailer to Major Financial Services Company 15. Taxable Acquisition of Assets by Present Shareholder; Retained Security Interests; Freedom of Parties to Compete 16. Taxable Purchase of Assets by Subsidiary of Delaware Corporation 17. Asset Purchase Agreement 17A. Purchase of Stock of Delaware Corporation for Cash; Objective to Leverage Buyer's Internet Capabilities Using Seller's Customer Base 18. Tax-Free Acquisition of Stock for Stock; Registration Rights 19. Taxable Acquisition of Stock for Cash 20. [Reserved] 21. Acquisition of Covenant Not to Compete 22. Employment Agreement 23. Taxable Sale of Assets of Delaware Joint Venture Company Owned by German Corporation to its Delaware Co-Venturer for Cash and its Promissory Note 24. Strategic Alliance in the of General Partnership 25. [Reserved] 26. Spin-off of Assets Followed by Reverse Triangular Merger of Food Giants