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1. Introduction -- Part I: The Framework. 2. If Only Directors Were Perfect -- 3. Shareholders Are Not Perfect Either -- 4. The Chief Executive Officer -- 5. The Importance Of State Corporation Law -- 6. How State Antitakeover Laws Change The Balance -- 7. Defending Friendly Acquisitions From Competition -- 8. Poison Pills And Other Defenses Against Takeovers -- 9. The Role Of Federal Law -- 10. Conflicts Of Interest: Auctions, Squeeze-outs, Leveraged Buyouts And Insider Trading -- Part Ii: Advice For Bidders And Targets. 11. A Successful Bidder May Still Be A Loser -- 12. Friendly Deals: What Good Is A Contract? -- 13. Should I Make A Hostile Bid? -- 14. How Should We Defend Against A Hostile Bid? -- 15. Traps And Opportunities For Bidders -- 16. Practical Thoughts On Leveraged Buyouts And Recapitalizations -- Part Iii: Case Study: The Time-warner Agreements. Introduction -- 17. Commentary On The Original Time-warner Merger Agreement -- 18. Commentary On The Revised Time-warner Agreement -- Appendix: Some Important Statutes And Rules And The Paramount-time Opinion -- Time Opinion -- Table Of Cases -- Bibliography -- Glossary -- Subject Index -- Name Index. Leo Herzel And Richard W

Author

Leo Herzel and Richard W. Shepro

Publisher

Basil Blackwell

Published

1990

Language

EN

ISBN

9781557860965

Subjects

Law