Takeover defense and mergers and acquisitions : introduction
Regulatory framework and disclosure obligations
Directors' fiduciary duties
State takeover statues and other regulation
The poison pill defense
Charter and bylaw provisions
Employee benefit plans and executive compensation arrangements
Responding to a prospective hostile bidder or a raider
Responding to a tender offer or unsolicited offer
Proxy contests
Litigation against raiders and activist investors
Antitrust considerations
Recapitalizations and restructurings
Selling or merging the company - the Revlon doctrine
Sale of the company - LBOs, MBOs, controlled companies and the "entire fairness" doctrine
Deal protection and deal certainty
Appraisal rights and remedies
M&A issues relating to investment bankers and projections.