Bidders and Targets: Mergers and Acquisitions in the U.S.

Acknowledgments xi

1 Introduction 1

Part I The Framework

2 If Only Directors Were Perfect 9

3 Shareholders Are Not Perfect Either 24

4 The Chief Executive Office 33

5 The Importance of State Corporation Law 39

6 How State Antitakeover Laws Change the Balance 53

7 Defending Friendly Acquisitions from Competition 69

8 Poison Pills and Other Defenses Against Takeovers 76

9 The Role of Federal Law 87

10 Conflicts of Interest: Auctions, Squeeze-outs, Leveraged Buyouts and Insider Trading 99

Part II Advice for Bidders and Targets

11 A Successful Bidder May Still Be a Loser 119

12 Friendly Deals: What Good is a Contract? 124

13 Should I Make a Hostile Bid? 134

14 How Should We Defend Against a Hostile Bid? 148

15 Traps and Opportunities for Bidders 161

16 Practical Thoughts on Leveraged Buyouts and Recapitalizations 177

Part III Case Study: the Time--Warner Agreements Introduction 187

17 Commentary on the Original Time--Warner Merger Agreement 189

Share Exchange Agreement 262

18 Commentary on the Revised Time--Warner Agreement 279

Appendix 359

Table of Cases 467

Bibliography 472

Glossary 478

Subject Index 507

Name Index 520