About the Book
Mergers and Acquisitions: Cases, Materials, and Problems, 4E
Loyola, Los Angeles
2017. 1104 pages. ISBN: 978-1-4548-7107-1.
Click here to access the Third Edition.
With Teacher's Manual and Sample Chapters.
About the Book
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 Fourth Edition:
- The 4th Edition includes two new real-world “Deal Stories,” which form the primary focus of Chpaters 1 and 2, specifically focusing on:
o AT&T’s acquisition of DirecTV, a public company deal using a combination of cash and AT&T stock as the acquisition consideration; and
o Google’s acquisition of the privately-held, venture capital-backed Nest Labs in an all-cash deal
- In the 4th Edition, these two new Deal Stories continue the focus of prior editions by emphasizing M&A dealmaking on both Wall Streeet and Main Street
- The Problem Sets in Chapter 2 have been completely revamped to reflect the facts of these two new Deal Stories
- New Appendix B contains an edited version of the parties’ Merger Agreement for AT&T’s acquisition of DirecTV
- The “Going Private” section of the Fiduciary Duty materials in Chapter 7 has been completely revised to provide important background for the Delaware Supreme Court decision in Kahn v. M & F Worldwide Corp., which has also been added to the 4th Edition
- Other important caselaw developments included in the 4th Edition:
o RBC Capital Markets, LLC v. Jervis – Chapter 7 (Fiduciary Duty)
o Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH – Chapter 3 (Succssor Liability)
o Lazard Technology Partners, LLC v. Qinetiq North America Operations, LLC – Chapter 5 (Documenting the Deal)
- 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
- Comprehensive Teacher’s Manual includes alternative approaches to teaching, suggestions for shortening reading assignments, topics to be deleted to accommodate a two- or three-credit course, sample syllabi, and detailed analysis and answers to all of the problems in the casebook
- Author-hosted website provides PowerPoint slides of all diagrams included in Appendix A, discussion of how to use each slide, answers to all of the problems and questions in the casebook, updates and links to related materials, and suggestions on how to integrate current events into classroom discussion