Fox & Fox: Corporate Acquisitions and Mergers

A thorough, easy-to-use guide to the antitrust, tax, corporate, securities and financial aspects of business combinations with extensive forms, charts and tables.
Publisher: Matthew Bender
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ISBN: 9781579116187
Publisher: Matthew Bender
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A thorough, easy-to-use guide to the antitrust, tax, corporate, securities and financial aspects of business combinations with extensive forms, charts and tables.

Corporate Acquisitions and Mergers tells you:

•  When a merger is anticompetitive under domestic and
•  foreign antitrust laws and Justice Department guidelines
•  When the antitrust laws apply to transnational mergers
•  When you have to file and wait under the Hart-Scott-Rodino Act
•  How to arrange the transaction at the lowest tax cost
•  How to win a takeover fight
•  How to deal with finders and business brokers
•  How to comply with the securities laws
•  How to deal with labor laws
•  How to limit liability under the acquired company's benefit plans

First published in 1968.

4 Volumes; Looseleaf; updated with revisions.

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Featured Mergers & Acquisitions Publications

Table of Contents

PART 1 Introduction: Business and Legal Considerations 

CHAPTER 1 The Business Setting of Corporate Acquisitions and Mergers

CHAPTER 2 The Legal Setting of Corporate Acquisitions and Mergers

CHAPTER 2A General Considerations in Corporate Acquisitions and Mergers

CHAPTER 2B Due Diligence in Mergers & Acquisitions

CHAPTER 2C Principal Provisions of Merger and Acquisition Agreements

PART 2 Tax Consequences

CHAPTER 3 Tax Factors in Corporate Acquisitions and Mergers

CHAPTER 4 Tax-Free Acquisitions

CHAPTER 4A Tax-Free Acquisitions of Partnership and LLC Interests

CHAPTER 4B Taxable Acquisitions of Partnership and LLC Interests

CHAPTER 5 Taxable Transactions

PART 3 Acquisition Methods

CHAPTER 5A Summary of Acquisition Methods

CHAPTER 5B The Statutory Merger

CHAPTER 5C Acquisitions of Assets

CHAPTER 5D Acquisitions of Stock

CHAPTER 5E Tender Offers and Takeovers

APPENDIX 5E: Glossary of Takeover Terms

PART 4 Antitrust Law

CHAPTER 6 Introduction to the Merger Antitrust Laws: An Overview of Law and Practice

CHAPTER 7 Section 7 of the Clayton Act: Its Language, Its History, and Its Applicability

CHAPTER 7A Other Antitrust Merger Statutes

CHAPTER 8 Mergers of Competitors

CHAPTER 9 The Vertical Acquisition

CHAPTER 10 Mergers That Eliminate Potential Competition

CHAPTER 11 Mergers That Impair Market Access

CHAPTER 12 Pure Conglomerate Mergers

CHAPTERS 13 through 14 RESERVED

CHAPTER 15 The Joint Venture

CHAPTER 16 The Relevant Market

CHAPTER 17 Final Relief in Merger Antitrust Cases

CHAPTER 18 Mergers in Regulated Industries

CHAPTER 19 Hart-Scott-Rodino: Statutory Premerger Notification and Waiting Periods

CHAPTER 20 Government Enforcement Policy--Justice Department and FTC Guidelines

CHAPTER 21 Foreign and Transnational Mergers and Joint Ventures Under the United States Antitrust Laws

CHAPTER 22 Mergers Under Foreign Antitrust Laws

PART 5 Securities Law

CHAPTER 23 Registration and Disclosure Under the Securities Act of 1933

CHAPTER 24 Exemptions From Registration Under the Securities Act of 1933

CHAPTER 25 Reporting and Disclosure Requirements Under the Securities Exchange Act of 1934

CHAPTER 26 Limitations on Resale and Market Manipulation

CHAPTER 27 Liabilities Under the Federal Securities Laws

CHAPTER 28 Issuer Concerns in the Electronic Era

PART 6 Other Relevant Laws

CHAPTER 29 Responsibilities and Liabilities of Sellers and Purchasers Under Federal Labor Law

CHAPTER 30 Finders' and Brokers' Claims in Mergers and Acquisitions

CHAPTER 31 Accounting for an Acquisition

CHAPTER 32 Considerations Involving Pension and Profit-Sharing Plans in Corporate Acquisitions and Mergers

PART 7 Appendices

  APPENDIX 1: Excerpts From Sherman, Clayton, and FTC Acts

      APPENDIX 2: Hart-Scott-Rodino Antitrust Improvements Act (1976, amended 2000)

      APPENDIX 3: Department of Justice and the Federal Trade Commission
Horizontal Merger Guidelines (August 2010)

      APPENDIX 3A: Commentary on the Horizontal Merger Guidelines

      APPENDIX 4: Department of Justice Non-Horizontal Merger Guidelines (1984)

      APPENDIX 5: Department of Justice and Federal Trade Commission
Statements of Antitrust Enforcement Policy in Health

  

APPENDIX 5A: Bank Merger Competitive Review--Introduction and Overview (1995)

  

APPENDIX 6: Department of Justice and Federal Trade Commission Antitrust Enforcement Guidelines for International Operations

  

APPENDIX 7: Notification and Report Form For Certain Mergers and Acquisitions

  

APPENDIX 8: Rules Implementing the Hart-Scott-Rodino Act

  

APPENDIX 9: Hart-Scott-Rodino Act - Most Frequently Asked Questions

  

APPENDIX 10: Department of Justice Merger Review Process Initiative (October 2001)

  

APPENDIX 11: Federal Trade Commission Procedures Relating to Second Requests

  

APPENDIX 11A: Statement of the Federal Trade Commission's Bureau of Competition On Guidelines for Merger Investigations

  

APPENDIX 12: Department of Justice, Antitrust Division, Second Request
Internal Appeal Procedure (June 2001)

  

APPENDIX 13 Federal Trade Commission Introductory Guides to the Program

  

APPENDIX 14: Department of Justice, Antitrust Division, Business Review Procedure

  

APPENDIX 15: Department of Justice Consent Decree Procedures

  

APPENDIX 16: Federal Trade Commission Advisory Opinion Policy and Procedure

  

APPENDIX 17: Federal Trade Commission Consent Order Procedures

  

APPENDIX 18 Frequently Asked Questions About Merger Consent Order Provisions

  

APPENDIX 19: Department of Justice and Federal Trade Commission Guidelines for Collaborations Among Competitors

  

APPENDIX 20: Protocol For Federal-State Coordination in Merger Investigations


  

APPENDIX 21: Best Practices for Data, and Economics and Financial Analyses in Antitrust Investigations


  

APPENDIX 22 DOJ Antitrust Division Policy Guide To Merger Remedies

  

APPENDIX 23: National Association of Attorneys General Horizontal Merger Guidelines (1993)

  

APPENDIX 24: National Association of Attorneys General Voluntary Pre-Merger Disclosure Compact

  

APPENDIX 25: EC Merger Regulation

  

APPENDIX 26: Commission Notice on the Definition of the Relevant Market (1997)

  

APPENDIX 27: Commission Notice on restrictions directly related and necessary to concentrations (2005)

  

APPENDIX 28: Other European Community Merger Control Documents

  

APPENDIX 29: Commission Notice on the Definition of the Relevant Market (1997)

  

APPENDIX 30 Commission Notice on restrictions directly related and necessary to concentrations (2005)

  

APPENDIX 31: Commission Notice on Full-Function Joint Ventures (1998)

  

APPENDIX 32: Commission Regulation Regarding Form A/B for Cooperative Joint Ventures (1994)

  

APPENDIX 33: Commission Notice on the Concept of Concentration (1998)

  

APPENDIX 34: Commission Notice on the Concept of Undertakings Concerned (1998)

  

APPENDIX 34A: Commission Notice Concerning Alignment of Procedures Under the ECSC and EC Treaties

  

APPENDIX 34B: Commission Notice on the Definition of the Relevant Market (1997)

  

APPENDIX 34C Commission Notice on a simplified procedure for treatment of certain
concentrations under Council

  

APPENDIX 34D: Commission Notice on remedies acceptable under Council Regulation (EEC) No 4064/89
and under Commission

  

APPENDIX 34E: Council Regulation (EC) No 1/2003 on the implementation of the rules on competition laid down in Articles

  

APPENDIX 34F: Commission of the European Communities

  

APPENDIX 34G: DG Competition Best Practices on the conduct of EC merger proceedings

  

APPENDIX 35 Canada: Merger Enforcement Guidelines

  

APPENDIX 36 Japan: Guidelines to Application of the Antimonopoly Act
Concerning Review of Business Combination

  

APPENDIX 37 JAPAN: Notification System Concerning M&As by Companies outside Japan

  

APPENDIX 38 RESERVED

  

APPENDIX 39 RESERVED

  

APPENDIX 40: U.S.-EC Agreement Regarding the Application of Their Competition Laws (1991)

  

APPENDIX 41: Common Form for Mergers in the United Kingdom, in France, and in Germany (1997)

  

APPENDIX 42: Best Practices on Cooperation in Merger Investigations (US-EU Merger Working Group, 2002)

  

APPENDIX 43 through 50 RESERVED

  

APPENDIX 51: SEC Regulation FD

  

APPENDIX 52: Securities-Related Web Sites and Mailing Lists

  

APPENDIX 53: The Sarbanes-Oxley Act of 2002