Takeover Defense Book

Takeover Defense is the only treatise on corporate acquisitions written specifically from the viewpoint of the target corporation. It is the most comprehensive and up-to-date guide available, providing authoritative guidance on every aspect of planning for, defending against, and seeking alternatives to a hostile takeover. You get real-world advice on everything from advance planning to a board's fiduciary duties in response to a bid to proxy contests and implementing a merger, sale, restructure or LBO. This new Sixth Edition also includes the SEC's new tender offer and shareholder communications rules, as well as 120 exhibits.

This guide shows you:

• How to draft protective bylaws and charter amendments
• What federal and state laws apply
• Why the role of the Board of Directors is crucial
• What actions the Board should or should not take when facing a hostile takeover and how the business judgment rule comes into play
• What other steps a target corporation should take to bolster its independent position.