The role of directors in M&A transactions : a governance handbook for directors, management and advisors / Diane Holt Frankle, Michael J. Halloran, Lawrence A. Hamermesh, Patricia O. Vella, editors.
"Joint Task Force on Governance Issues Arising in Business Combination Transactions. Mergers and Acquisitions Committee and Corporate Governance Committee." Includes bibliographical references and index.
Contents:
Private company issues. Identifying and managing conflicts of interest -- Exploring strategic alternatives and responding to unsolicited approaches : starting the process -- Board process in considering sales transactions -- Engagement and use of the financial advisor -- Negotiation of confidentiality and standstill agreements -- Special committees -- Conditioning the deal on approval by a majority of the unaffiliated shares -- Sales process for a sale of control -- Negotiation of deal protection provisions -- Buyer issues -- Section 203 issues -- Post-announcement deal derailers -- Governance issues in non-Delaware jurisdictions -- Private company issues.
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