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

Author(s): Samuel C. Thompson
Practice Area: Corporate law, Deal structuring, Mergers and acquisitions, Securities and other financial products, Tax, Tender offers
Published: Nov 2010
Supplement Date: Jul 2020 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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Samuel C. Thompson, Jr. joined Penn State’s Dickinson School of Law in July 2007 as a professor of law and director of Penn State’s 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, Sam 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. Sam formerly served as dean of the University of Miami School of Law and has been a professor and distinguished visiting professor at the University of Virginia School of Law and the Jacquin D. Bierman Visiting Professor of Taxation at Yale Law School. He started his teaching career at the Northwestern University School of Law. His teaching and scholarly interests focus on all areas of M&A as well as corporate tax and international tax. He is the author of numerous books and articles, including Business Planning for Mergers and Acquisitions, a law school casebook that is in its third edition.

Sam has, throughout his career, held a number of legal positions, including: head 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 M&A 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, Sam has testified about tax policy before the U.S. House of Representatives Committee on Ways and Means. Sam has his (1) J.D. from the University of Pennsylvania School of Law; (2) LL.M., in Taxation, from the NYU School of Law; (3) M.A. in Business and Applied Economics jointly from the University of Pennsylvania Graduate School of Economics and the Wharton School; and (4) B.S. from West Chester University.