发帖
雷达卡
这本书是我花150刀买的，可以编辑划重点。2018年新书
This book focuses on mergers and more particularly on how lawyers create value in a transactional setting. As befitting a course that typically comes late in one’s law school education, this material moves the focus from case analysis to understanding the deal. We study not only the legal rules but also the economic and financial principles that shape the strategy of lawyers in this area and the clients they advise. Experience has shown that lawyers with knowledge of these adjacent fields create greater value in transactions.
Examples of this broadened focus include these:
- 􏰀 The first item that follows each case is most often a note entitled ‘‘The Deal.’’ This structure asks you to understand who the parties were, but also what they were trying to accomplish, where the value would come from in the deal, and the choices available to planners because of those sources of value. In the Revlon case, for example, it makes a difference that what had been a grocery store company (albeit one with a raider at its helm) was making a hostile run at the sophisticated cosmetic giant Revlon.
- 􏰀 There is a separate chapter on the ‘‘poison pill’’ that both illustrates this entrepreneurial lawyerly innovation and provides a template for understanding defensive tactics that are a key part of the mergers and acquisitions landscape. The legal case is placed within the context of the specific problem that the lawyers needed to solve—to create a barrier against one of the few things that shareholders are permitted to do under corporate law that could undercut directors’ control of the corporation—and shows how the poison pill did that in a creative and unusual way. Later parts of the chapter trace how the provision continued to evolve and how the strategies and techniques morphed with each new deal, an evolutionary pattern that prospective lawyers will want to understand throughout the study of mergers and acquisitions.
- 􏰀 The book begins by asking what planners are trying to accomplish in an acquisition, in financial terms of how new value is created, and in legal terms of the law’s contribution to value added through use of legal forms and entities.
􏰀
提升卡
置顶卡
沉默卡
变色卡
抢沙发
千斤顶
显身卡
京公网安备 11010802022788号
