Haas and Oesterle's The Law of Mergers and Acquisitions, 6th

This coursebook teaches basic corporate acquisition planning. In addition to state corporate law and federal securities law, the book covers tax, accounting, environmental, products liability, pension, antitrust, national security, bankruptcy, and labor law issues. It integrates traditionally distinct classroom subjects in the context of discrete transactions. Each topical unit contains statutes, regulations, and caselaw that affect the structure and timing of acquisitions and reorganizations, including private equity buy-outs. The book also includes questions and problems to aid students in walking through the law’s basic distinctions. Textual notes and edited articles identify and question the empirical and political assumptions implicit in the standards. In addition to updating all areas, the new edition includes expanded coverage of material adverse effect clauses in light of COVID-19, post-M & F Worldwide developments (including recent changes to DGCL Section 144), the jettisoning of the Blasius compelling justification standard in favor of Coster's "muscular" Unocal approach to inequitable conduct by boards of directors, new rules relating to SPAC transactions and legal challenges to those transactions, SEC amendments to Schedules 13D/G, HSR notifications and CFIUS review, and shareholder activism both in the U.S. and abroad.