SUMMARY AND CONCLUSIONS
NOTES
CHAPTER 28: Rules of the Road: Antitrust Law
INTRODUCTION
ANTITRUST LAW: HISTORY AND MOTIVES
OVERVIEW OF ANTITRUST REGULATORS AND LAWS AFFECTING MERGERS AND ACQUISITIONS
U.S. PREMERGER REVIEW PROCESS: HART-SCOTT-RODINO AND EXON-FLORIO
ANTITRUST REGULATION OF M&A IN THE EUROPEAN UNION
CRITICAL PERSPECTIVES ON ANTITRUST POLICY
SUMMARY AND CONCLUSIONS
NOTES
CHAPTER 29: Documenting the M&A Deal
INTRODUCTION
FIRST-ROUND DOCUMENTS
DEFINITIVE AGREEMENT
MERGER PROXY STATEMENT AND PROSPECTUS
CONCLUSION
13 PART Six: Competition, Hostility, and Behavioral Effects in M&A CHAPTER 30: Negotiating the Deal INTRODUCTION THE RELEVANCE OF NEGOTIATION PROCESS BEHAVIORAL FINANCE INFLUENCING BARGAINING OUTCOMES: AN OVERVIEW OF THE CHALLENGE PRACTICAL ADVICE: HOW TO PREPARE FOR A NEGOTIATION MANAGE THE NEGOTIATION PROCESS PROACTIVELY SUMMARY AND CONCLUSIONS NOTES CHAPTER 31: Auctions in M&A INTRODUCTION AUCTION STRUCTURES AND MOTIVES ADVANTAGES AND DISADVANTAGES OF AUCTIONS AUCTIONS IN PRACTICE: THE CASE OF RJR NABISCO THE “WINNER’S CURSE” IN M&A: IS IT REAL? SOME PRACTICAL ADVICE TO SELLERS IN AUCTIONS SUMMARY AND CONCLUSIONS NOTES CHAPTER 32: Hostile Takeovers: Preparing a Bid in Light of Competition and Arbitrage INTRODUCTION: TAKEOVERS ARE GAMES A PROFILE OF HOSTILE TAKEOVERS BE AWARE OF THE PLAYERS, BOTH ON THE FIELD AND OFF THE ARB IS THE CONSUMMATE ECONOMIC ACTOR INTERPRETING ARBITRAGE SPREADS THE ARB ASSESSES A RECAPITALIZATION PROPOSAL IN TERMS OF BLENDED VALUE GOVERNMENT CONSTRAINTS ON THE GAME SELLING SHAREHOLDERS FACE A PRISONER’S DILEMMA TO SET A BID PRICE: THINK LIKE AN INVESTOR CONCLUSION: THE GAME HAS IMPLICATIONS FOR DESIGN AND DEFENSE OF TAKEOVERS NOTES CHAPTER 33: Takeover Attack and Defense INTRODUCTION PREVALENCE AND DISSUASIVE INFLUENCE OF ANTITAKEOVER DEFENSES INVESTOR REACTION TO ANNOUNCEMENTS OF ANTITAKEOVER DEFENSES ECONOMIC EFFECTS OF ATTACK AND DEFENSE TACTICS OF TAKEOVER ATTACK TACTICS OF TAKEOVER DEFENSE SUMMARY AND IMPLICATIONS FOR THE PRACTITIONER NOTES CHAPTER 34: The Leveraged Restructuring as a Takeover Defense: The Case of American Standard INTRODUCTION THE AMERICAN STANDARD CASE THE RESPONSE RESTRUCTURING DEFENSES: MANAGEMENT BUYOUT AND LEVERAGED RECAPITALIZATION WHEN DOES A RESTRUCTURING DEFENSE MAKE SENSE? CONCLUSION SPECIAL NOTE NOTES
14 PART Seven: Communication, Integration, and Best Practice CHAPTER 35: Communicating the Deal: Gaining Mandates, Approvals, and Support INTRODUCTION CHALLENGES AND GUIDING PRINCIPLES FOR COMMUNICATING THE DEAL PRESENTING THE “CONCEPT PROPOSAL” TO SENIOR MANAGEMENT OF THE BUYER (INTERNAL ONLY) COMMUNICATING THE DEAL TO A BOARD OF DIRECTORS ANNOUNCING THE DEAL TO THE PUBLIC COMMUNICATING WITH EMPLOYEES CONCLUSION NOTES CHAPTER 36: Framework for Postmerger Integration INTRODUCTION INTEGRATION STRATEGY
