{"product_id":"bidders-and-targets-isbn-9781557860965","title":"Bidders and Targets","description":"The striking feature of the takeover market in the US in recent years has been the lightning pace of changes in strategy due to innovations in takeover defense. This book explains in a clear and authoritative manner the best strategies and the traps from the standpoints of both bidders and targets.  \u003cp\u003eThe takeover business has become giant and complex with its own special jargon. It is highly regulated by federal and state laws. Ingenious business and legal strategists are constantly generating new methods of thrust and parry to advance their clients causes. This book guides the reader through this complex area. The authors base their advice on what they, their clients and the takeover markets have found to be the most important strategic and legal consideration.\u003c\/p\u003e \u003cp\u003eThe complete text of the main contracts in the highly controversial Time-Warner deal is reproduced with a full explanation clause by clause of the legal and business negotiating problems faced by both sides. Comparisons with other acquisition transactions illustrate for the specialist and the non-specialist exactly what is going on in acquisition negotiations. Other appendices contain a detailed glossary and key statutes and rules. The book is an unmatchable source for all those involved in or contemplating acquisitions, takeover financing or takeover defense in the U.S.\u003c\/p\u003e \u003cp\u003eAcknowledgments xi\u003c\/p\u003e \u003cp\u003e1 Introduction 1\u003c\/p\u003e \u003cp\u003e\u003cb\u003ePart I The Framework\u003c\/b\u003e\u003c\/p\u003e \u003cp\u003e2 If Only Directors Were Perfect 9\u003c\/p\u003e \u003cp\u003e3 Shareholders Are Not Perfect Either 24\u003cbr\u003e\u003cbr\u003e4 The Chief Executive Office 33\u003c\/p\u003e \u003cp\u003e5 The Importance of State Corporation Law 39\u003c\/p\u003e \u003cp\u003e6 How State Antitakeover Laws Change the Balance 53\u003c\/p\u003e \u003cp\u003e7 Defending Friendly Acquisitions from Competition 69\u003c\/p\u003e \u003cp\u003e8 Poison Pills and Other Defenses Against Takeovers 76\u003c\/p\u003e \u003cp\u003e9 The Role of Federal Law 87\u003c\/p\u003e \u003cp\u003e10 Conflicts of Interest: Auctions, Squeeze-outs, Leveraged Buyouts and Insider Trading 99\u003c\/p\u003e \u003cp\u003e\u003cb\u003ePart II Advice for Bidders and Targets\u003c\/b\u003e\u003c\/p\u003e \u003cp\u003e11 A Successful Bidder May Still Be a Loser 119\u003c\/p\u003e \u003cp\u003e12 Friendly Deals: What Good is a Contract? 124\u003c\/p\u003e \u003cp\u003e13 Should I Make a Hostile Bid? 134\u003c\/p\u003e \u003cp\u003e14 How Should We Defend Against a Hostile Bid? 148\u003c\/p\u003e \u003cp\u003e15 Traps and Opportunities for Bidders 161\u003c\/p\u003e \u003cp\u003e16 Practical Thoughts on Leveraged Buyouts and Recapitalizations 177\u003c\/p\u003e \u003cp\u003e\u003cb\u003ePart III Case Study: the Time--Warner Agreements Introduction 187\u003c\/b\u003e\u003c\/p\u003e \u003cp\u003e17 Commentary on the Original Time--Warner Merger Agreement 189\u003c\/p\u003e \u003cp\u003eShare Exchange Agreement 262\u003c\/p\u003e \u003cp\u003e18 Commentary on the Revised Time--Warner Agreement 279\u003c\/p\u003e \u003cp\u003eAppendix 359\u003c\/p\u003e \u003cp\u003eTable of Cases 467\u003c\/p\u003e \u003cp\u003eBibliography 472\u003c\/p\u003e \u003cp\u003eGlossary 478\u003c\/p\u003e \u003cp\u003eSubject Index 507\u003c\/p\u003e \u003cp\u003eName Index 520\u003c\/p\u003e  \u003cp\u003eLeo Herzel and Richard W. Shepro are the authors of Bidders and Targets: Mergers and Acquisitions in the U.S., published by Wiley.   The striking feature of the takeover market in the US in recent years has been the lightning pace of changes in strategy due to innovations in takeover defense. This book explains in a clear and authoritative manner the best strategies and the traps from the standpoints of both bidders and targets.  \u003c\/p\u003e\u003cp\u003eThe takeover business has become giant and complex with its own special jargon. It is highly regulated by federal and state laws. Ingenious business and legal strategists are constantly generating new methods of thrust and parry to advance their clients causes. This book guides the reader through this complex area. The authors base their advice on what they, their clients and the takeover markets have found to be the most important strategic and legal consideration.\u003c\/p\u003e \u003cp\u003eThe complete text of the main contracts in the highly controversial Time-Warner deal is reproduced with a full explanation clause by clause of the legal and business negotiating problems faced by both sides. Comparisons with other acquisition transactions illustrate for the specialist and the non-specialist exactly what is going on in acquisition negotiations. Other appendices contain a detailed glossary and key statutes and rules. The book is an unmatchable source for all those involved in or contemplating acquisitions, takeover financing or takeover defense in the U.S.\u003c\/p\u003e","brand":"Wiley","offers":[{"title":"Default Title","offer_id":47988809892069,"sku":"NP9781557860965","price":84.95,"currency_code":"USD","in_stock":false}],"thumbnail_url":"\/\/cdn.shopify.com\/s\/files\/1\/1842\/7735\/files\/9781557860965.jpg?v=1761781677","url":"https:\/\/k12savings.com\/products\/bidders-and-targets-isbn-9781557860965","provider":"K12savings","version":"1.0","type":"link"}