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Mergers, Acquisitions and Tender Offers: Law and Strategies — Corporate, Securities, Taxation, Antitrust, Cross Border

Author(s): Samuel C. Thompson, Jr.
Practice Area: Corporate law, Deal structuring, Mergers and acquisitions, Securities and other financial products, Tax, Tender offers
Published: Nov 2010
Supplement Date: Aug 2021 i Other versions can be found in the Related Items tab.
ISBN: 9781402414435
PLI Item #: 19786

Mergers, Acquisitions and Tender Offers provides you with battletested, real-world advice on the entire M&A process. Packed with best practices, planning tips, checklists, and sample documents, this treatise offers comprehensive coverage of all aspects of the deal, such as:

  • Contract law (including drafting issues and due diligence)
  • Corporate and federal securities law (including voting and appraisal rules and registration requirements for IPOs)
  • Federal income tax, financial accounting and valuation techniques (including valuation principles)
  • Domestic and cross-border M&As (including leveraged buyouts, spinoffs, and in-bound and out-bound M&A)
  • Ethical issues (including dual representation, success fees, and conflicts of interest)
Examples of the sample agreements that are included are: acquisition agreements • a confidentiality agreement and letter of intent • annotated IPO on Form S-1 • private offering memorandum • SEC disclosure documents for recent public company negotiated acquisitions • tender offer documents • required SEC reports • investment banker engagement letters • and recent M&A deal documents.
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I am a Professor of Law and Director of Penn State Law Center for the Study of Mergers and Acquisitions.  The Center examines corporate, securities, tax, antitrust, and other legal and economic issues that can arise in mergers and acquisitions (M&A).    

Before joining Penn State, I was a Professor of Law at the UCLA School of Law and director of the UCLA Law Center for the Study of Mergers and Acquisitions. I formerly served as the Dean of the University of Miami School of Law, and I have been (1) a professor and distinguished visiting professor at the University of Virginia School of Law, and (2) the Jacquin D. Bierman Visiting Professor of Taxation at the Yale Law School. I started my teaching career at the Northwestern University School of Law. 

My teaching and scholarly interests focus principally on all areas of M&A as well as corporate tax, international tax, and general issues affecting the economy. I am the author of numerous books and articles, including the following books, among others:  

(1) Mergers Acquisitions and Tender Offers, a four volume treatise published by the Practicing Law Institute in 2010 and updated every six months;

(2) Business Planning for Mergers and Acquisitions, a law school casebook, which is in its third edition, published by Carolina Academic Press; 

(3) Citizen’s Guide to U.S. Economic Growth and the Obama-Romney Economic Debate, which I self-published with iUniverse in2012; and

(4) A Practitioner's Guide to the Economics of the Antitrust Merger Guidelines, published by the ABA-ALI in 1997. 

Throughout my career I have held a number of legal positions in private practice, government, and consulting, including the following:

  • Partner-in-Charge of the Tax Department of Schiff Hardin LLP in Chicago;
  • Tax Policy Advisor, on behalf of the U.S. Treasury Tax Assistance Office, to the South African Ministry of Finance in Pretoria, South Africa;
  • Attorney-Fellow in the Securities and Exchange Commission’s Merger and Acquisitions Office;
  • Consultant on merger and acquisition issues to the Federal Trade Commission;
  • Professor in residence at the European Commission’s Antitrust Merger Taskforce in Brussels; and
  • Consultant, on behalf of the International Monetary Fund, to several Caribbean countries regarding the potential harmonization of their Takeover Laws. 

On several occasions, I have testified about tax policy before the U.S. House of Representatives.

I have my (1)J.D. from the University of Pennsylvania School of Law; (2) LLM, in Taxation, from the NYU School of Law; (3) MA in Business and Applied Economics jointly from the University of Pennsylvania Graduate School of Economics and the Wharton School; and (4) BS from West Chester University, where I was a member of the varsity football team.  I served as a captain in the USMC during the Viet Nam war.   .