Mergers and Acquisitions

This casebook is designed to introduce law students to the laws related to business combination transactions from a transactional perspective. It places heavy emphasis on different transactional structures (stock purchases, asset purchases, one-step mergers and two-step mergers) as well as issues that arise under business combination agreements, such as problems related to purchase price adjustments, earnouts, MAEs and terminations short of closing. The book includes samples of several kinds of business combination agreements. The book has also been updated to include recent cases, including important cases applying the Corwin doctrine.