Mergers and acquisitions and takeover preparedness

Article Abstract:

Increased corporate merger activity in 1994 and 1995 suggests that reviewing the obligations placed on directors regarding mergers and preparing for unsolicited offers is of renewed importance. The increased use of equity in corporate acquisitions makes valuation of the bid by directors more complex and more important. Special committees of board members may be needed to assess proposed mergers. Corporations will also want to consider having protective mechanisms, such as shareholder rights plans, in place to improve bargaining position if targeted for acquisition.

Planning, Laws, regulations and rules, Corporate directors, Corporate anti-takeover measures, Antitakeover strategies

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Mergers and acquisitions and takeover preparedness: 1996 update

Article Abstract:

Merger and acquisition case law continued to develop in the 1990s, with stock being used rather than case to facilitate deals. Such stock-for-stock deals complicate valuation and fiduciary duty issues. Case law on directors responsibilities and management issues of the elements of takeover preparedness, valuation of sophisticated financial instruments such as contingent value rights and derivative securities, and interests pooling accounting are discussed.

Management

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Mergers and acquisitions and takeover preparedness: 1997 update

Article Abstract:

Corporate transactions such as acquisitions, mergers, and takeovers, increased in the 1990s, also increasing the complexity of the legal issues involved. Corporate directors need to be fully informed of their fiduciary duties. Aspects of selling a company, protecting preferred transactions, and elements of preparedness and strategic planning are discussed.

Analysis

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