UNIT 6
M&A –LEGAL FRAMEWORK AND CORPORATE
GOVERNANCE
2
Readings: Mergers, Acquisitions and Corporate Restructurings
•Chapter 3 –Legal Framework
•Chapter 13 –Corporate Governance
PLEASE NOTE ALL READINGS ARE MANDATORY!!!
M&A –LEGAL FRAMEWORK AND CORPORATE
GOVERNANCE
LECTURE 1
M&A –LEGAL FRAMEWORK
4
Readings: Mergers, Acquisitions and Corporate Restructurings
•Chapter 3 –Legal Framework
PLEASE NOTE ALL READINGS ARE MANDATORY!!!
M&A –LEGAL FRAMEWORK AND CORPORATE
GOVERNANCE
5
M&A –LEGAL FRAMEWORK
Reference: https://twitter.com/sagovnews/status/1011882684854005760
The legal requirements governing
M&As in the United States differ
depending on whether a transaction is:
•Friendly merger—cash financed
•Friendly merger—stock financed
•Hostile deal—cash tender offer
•Hostile deal—stock tender offer
6
LAWS GOVERNING MERGERS, ACQUISITIONS, AND
TENDER OFFERS
Securities Laws Filing of an 8K Filing of an S-4 Williams Act Section 13(d) of
the Williams Act Schedule 13D Amendments
Required under
Section 13(d)(2)
Remedies for
Failure to
Comply with
Section 13(d)
Derivatives Schedule 13G Employee Stock
Ownership
Plans Section 14(d) Schedule TO Commencement
of the Offer
Dissemination of
the Offer Nature of the
Offer
Position of the
Target
Corporation
Time Periods of
the Williams Act Pro Rata
Acceptance Definition of a
Tender Offer
Materials That
Shareholders
Receive
Method of
Tendering
Shares
Changes in the
Tender Offer
Best Price Rule
and Other
Related Rules
Bidder
Purchases
Outside of
Tender Offer
Payment
Following
Completion of
the Offer
Mini-Tender
Offers
Taking Control
after a
Successful
Tender Offer
Delisting the
Target Competing
Tender Offers
Applicability of U.S.
Tender Offer Rules
to Takeovers of
Non-U.S.
Companies
Tender Offers
for Debt
Securities
LAWS GOVERNING MERGERS, ACQUISITIONS, AND TENDER
OFFERS
