Mergers and Acquisitions

Distinguish between mergers, asset purchases, and stock purchases as acquisition structures.

Evaluate the liability implications of choosing a merger, asset purchase, or stock purchase structure.

Describe the purpose and overall scope of due diligence in M&A transactions.

Identify the key areas of legal due diligence in a typical corporate acquisition.

Analyze the legal requirements for a statutory merger, including shareholder approval.

Examine the appraisal rights available to dissenting shareholders in merger transactions.

Apply fiduciary duty principles to evaluate board approval of M&A transactions.

Analyze common hostile takeover defenses, such as poison pills and staggered boards.