Disclaimer: Countri es stated herein are used as reference only. Hong Kong: free delivery order over HKD Description Contents. Details Takeover Defense, Mergers and Acquisitions is the must-have resource for attorneys representing any target—or potential target—of takeover activities. This one-of-a-kind reference provides: In-depth analysis of all significant laws, rules, cases, issues and tactics State-of-the-art practical guidance, including valuable forms and exhibits A truly unique focus on the concerns of public companies facing challenges by activists, hostile bids, or those planning strategic mergers and acquisitions Expanded full treatment of merger and sale transactions Takeover Defense, Mergers and Acquisitions , the re-titled Seventh Edition of Takeover Defense is the only treatise on corporate acquisitions written specifically from the viewpoint of the target corporation.
What is the new paradigm for acquisition agreements to address financing difficulties? How are reverse breakup fees, damage parameters and financing outs used and drafted?
How has an SEC rule change caused a resurgence of tender offers? What is new in tender offer rules and tactics, including the use of top-up options? How should management and boards deal with the proxy advisory firms and institutional investors?
How have shark repellents been attacked and dismantled by activists? Can the board resort to self-help in adopting by-law changes without a shareholder vote? What type of advance notice by-law should the company have? What will be the effect of proxy access and elimination of broker discretionary voting? What are the current rules defining the fiduciary duties of directors in considering unsolicited bids or strategic mergers and what courses of action are available to the board? What are the permissible techniques for selling a company?
What is the state of the art in poison pills? What is the utility and appropriateness of adopting an NOL net-operating loss poison pill? Some of the numerous highlights of the most recent update include: Hedge fund and institutional activism: How has shareholder activism grown in recent years? Capital gains in Hong Kong are not taxed. The regulatory framework for takeovers is also different, e.
Under this specific market background, it is found that stockholders of target firms benefit from mergers and tender offers, while stockholders of bidding firms lose. The cumulative average abnormal return over the entire event window, i. The results of market-adjusted-return models are similar. Cross-sectional analysis of the effects of various factors on cumulative abnormal returns over day -1 and day 0 is conducted for targets and bidders respectively.
The results indicate that the abnormal performances of targets and bidders are independent of firm size and the mode of acquisition i. The cumulative abnormal returns of targets display a strong negative association with pure cash payment and a strong positive relation with their bidders' pretakeover toehold investment.
However, there is no evidence that method of financing and toehold explain variation in abnormal performance of bidding firms. Vertical acquisitions are positively related to the two-day cumulative abnormal returns at a less significant level for both target and bidding firms.
DOI: This is a reprint of a previously published work. It deals with an insider's look at mergers and their consequences. Strategies and motives are carefully analyzed alongside legalities each step of the way, and specific techniques are dissected to provide deep insight into real-world operations.
Ancillary materials include PowerPoint slides, a sample syllabus, and a test bank to facilitate training and streamline comprehension. As the global economy slows, merger and acquisition activity is expected to increase.
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