Lexis Nexis Fox & Fox: Corporate Acquisitions and Mergers
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Product description
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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
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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
