Mergers & Acquisitions (from Corporations in 100 Pages)

Corporations in 100 Pages, 2020

23 Pages Posted: 14 Oct 2020

See all articles by Holger Spamann

Holger Spamann

Harvard Law School; ECGI

Scott Hirst

Boston University - School of Law; Harvard Law School Program on Corporate Governance

Gabriel V. Rauterberg

University of Michigan Law School

Date Written: July 18, 2020

Abstract

This is the seventh chapter of the book Corporations in 100 Pages (2020), authored by Holger Spamann, Scott Hirst, and Gabriel Rauterberg. The book is an introduction to corporate law for students and anyone else interested in the foundations of corporate law. The book provides an accessible, self-contained presentation of the field’s essentials: what corporations are, how they are governed, their interactions with their investors, and other stakeholders, major transactions (M&A), and parallels with other legal entities, including partnerships. Optional background chapters cover the investor ecosystem, contemporary corporate governance, and corporate finance. The book’s exposition of doctrine and policy is nuanced and sophisticated, yet short and simple enough for a quick read.

In addition to this Chapter 7 (“Mergers & Acquisitions”), we have also made available on SSRN Chapter 1 (“Corporations & Corporate Law”) (https://ssrn.com/abstract=3655213) and Chapter 5 of the book (“Fiduciary Duties”) (https://ssrn.com/abstract=3655217).

Chapter 7, “Mergers and Acquisitions,” discusses ways of buying all or part of a corporation. The chapter provides an overview of these transactions and introduces key concepts and the main sources of law. The chapter then explains the three ways in which all or part of a corporation can be acquired—by acquiring its assets, acquiring its shares, and through a merger with another corporation—and the legal and practical differences between the three structures and variants thereof. The chapter explains the difference between friendly and hostile transactions, and the legal rules regarding how corporations may permissibly defend themselves against hostile transactions. The chapter also discusses the special considerations and rules that apply to mergers and acquisitions involving controlling shareholders. Finally, the chapter discusses litigation concerning mergers and acquisitions.

Keywords: Mergers, acquisitions, hostile, tender offer, Williams Act, squeeze-out, appraisal, poison pill, Unocal, Revlon

Suggested Citation

Spamann, Holger and Hirst, Scott and Rauterberg, Gabriel V., Mergers & Acquisitions (from Corporations in 100 Pages) (July 18, 2020). Corporations in 100 Pages, 2020, Available at SSRN: https://ssrn.com/abstract=3655218

Holger Spamann

Harvard Law School ( email )

Cambridge, MA 02138
United States

ECGI ( email )

c/o the Royal Academies of Belgium
Rue Ducale 1 Hertogsstraat
1000 Brussels
Belgium

Scott Hirst

Boston University - School of Law ( email )

765 Commonwealth Avenue
Boston, MA 02215
United States

Harvard Law School Program on Corporate Governance ( email )

1575 Massachusetts
Hauser 406
Cambridge, MA 02138
United States

Gabriel V. Rauterberg (Contact Author)

University of Michigan Law School ( email )

625 South State Street
Ann Arbor, MI 48109-1215
United States

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