Subjects:

Competition Law

Contents:

A. TAKEOVERS IN THE US - LAW AND PRACTICE

1. Merger and Tender Offer Structures in the US

2. The US Federal Regulatory Structure

3. US State Anti-Takeover Statutes

4. Fiduciary Duties in US Corporate Takeovers: The Business Judgment Rule, The Unocal Test, and the Revlon Auction Duty

5. Defensive Measures Against Corporate Takeovers

6. Proxy Contests and Written Consent Solicitations in the US

B. TAKEOVERS IN THE UK - LAW AND PRACTICE

7. The Framework of UK Takeover Regulation

8. Stakebuilding Below the 30 per cent 'Control' Threshold

the 'SARs' and Partial Offers

Statutory Schemes of Arrangement and Compulsory Acquisitions of Minority Shares

9. The Regulation of Takeovers under the City Code

10. Defensive Measures in UK Takeovers

C. CROSS-BORDER TRANSACTIONS

11. Cross-border Mergers and Takeovers in the UK and the US

APPENDIX: KEY LEGISLATION, DOCUMENTS AND GUIDELINES AND WHERE TO FIND THEM

A detailed and authoritative practitioner work on mergers and acquisitions of companies in the US and UK, this will be an important reference for lawyers on both sides of the Atlantic (including all major companies with dealings in those jurisdictions).

It covers law and practice in the US and UK in equal detail: the US chapters cover both federal and key state regulatory regimes; the UK chapters include coverage of the City Code and developments in the European Union. The author combines a strong academic background with extensive experience as a practising lawyer with the US firm Shearman & Sterling, one of the top mergers and acquisitions firms in the world.

• A convenient, single-volume reference work providing detailed one-step coverage of law and practice in both the US and the UK
• Clear structure for ease of reference: six detailed chapters focusing exclusively upon US federal and state law M&A regulation; four focusing upon UK M&A with special focus on the City Code; and a final chapter on Cross-border Transactions
• Includes coverage of the principal acquisition techniques and defensive measures in the US and the UK, to ensure that practitioners have the best strategic approach to each deal
• Written by a practitioner with significant M&A experience gained in both New York and London with one of the world's leading international corporate law firms
• Relevant to every large law firm or in-house lawyer with clients active in the US or UK