Holger Spamann, Scott Hirst & Gabriel Rauterberg, Mergers & Acquisitions, in Holger Spamann, Scott Hirst & Gabriel Rauterberg, Corporations in 100 Pages (2020).
Abstract: This is the seventh chapter of the book Corporations in 100 Pages (2020), authored by Holger Spamann, Scott Hirst, and Gabriel Rauterberg. The book is an introduction to corporate law for students and anyone else interested in the foundations of corporate law. The book provides an accessible, self-contained presentation of the field’s essentials: what corporations are, how they are governed, their interactions with their investors, and other stakeholders, major transactions (M&A), and parallels with other legal entities, including partnerships. Optional background chapters cover the investor ecosystem, contemporary corporate governance, and corporate finance. The book’s exposition of doctrine and policy is nuanced and sophisticated, yet short and simple enough for a quick read. Chapter 7, “Mergers and Acquisitions,” discusses ways of buying all or part of a corporation. The chapter provides an overview of these transactions and introduces key concepts and the main sources of law. The chapter then explains the three ways in which all or part of a corporation can be acquired—by acquiring its assets, acquiring its shares, and through a merger with another corporation—and the legal and practical differences between the three structures and variants thereof. The chapter explains the difference between friendly and hostile transactions, and the legal rules regarding how corporations may permissibly defend themselves against hostile transactions. The chapter also discusses the special considerations and rules that apply to mergers and acquisitions involving controlling shareholders. Finally, the chapter discusses litigation concerning mergers and acquisitions.