Takeover Defense

by Arthur Fleischer, Alexander R. Sussman

<i><b>Takeover Defense</b></i> is the only treatise on <b>corporate acquisitions</b> written specifically from the viewpoint of the target corporation. It is the most comprehensive and up-to-date guide available, providing authoritative guidance on every aspect of planning for, defending against, and seeking alternatives to a <b>hostile takeover</b>. You get real-world advice on everything from advance planning to a board's fiduciary duties in response to a bid to proxy contests and implementing a merger, sale, restructure or <b>LBO</b>. This new <i><b>Sixth Edition</b></i> also includes the SEC's new tender offer and shareholder communications rules, as well as 120 exhibits. <p class="copymedium"> This guide shows </p> <ul> <li> How to draft protective bylaws and charter amendments </li> <li> What federal and state laws apply </li> <li> Why the role of the Board of Directors is crucial </li> <li> What actions the Board should or should not take when facing a <b>hostile takeover</b> and how the business judgment rule comes into play </li> <li> What other steps a target corporation should take to bolster its independent position. </li> </ul> <p> </p> <p> </p>

2908 pages, Hardcover

First published October 1, 1990