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Takeovers & Freezeouts

  • Book
  • 8178 Pages
  • June 2022
  • Region: United States
  • ALM Media, LLC
  • ID: 3511100

“An indispensable, authoritative and extremely useful work - a complete guide - that brings all the steps together.”  - Joseph Flom of Skadden, Arps, Slate, Meagher & Flom LLP, New York

The classic in its field! This seven-volume analytical and reference work reflects the current climate for takeover activity and defense. Takeovers & Freezeouts addresses important developments concerning such topics as: Sarbanes-Oxley; reducing vulnerability to hostile takeovers; specific responses to overtures and takeover bids; proxy fights and institutional activism; premerger notification under Hart-Scott-Rodino; state regulation of tender offers; tax, accounting and ERISA considerations; antitrust issues; and takeovers and mergers in the banking industry.

You'll get expert strategic guidance on improving your negotiating leverage in converting hostile takeovers into friendly deals. The authors provide extensive documentation on acquisition and defensive techniques, including LBOs, tender offers, mergers, recapitalizations, restructurings, going private transactions, spin-offs and proxy contests.

Book #00551; looseleaf, seven volumes, 8,536 pages; published in 1978, updated as needed.
ISBN: 978-1-58852-005-0

Table of Contents

Volume 1

Chapter 1: Practical Aspects of Tender Offers and Acquisitions

1.01 General Perspectives
[1] Deal Activity
[2] Unsolicited Deals
[3] Distressed M&A and Exchange Offers
[4] Private Equity Trends
[5] Renewed Focus on Deal Certainty
[6] Hedge Fund Activism
[7] Governance Activism
[8] Regulatory Trends in M&A Activity

1.02 Takeover Regulation
[1] The Williams Act
[2] Other Federal Securities Laws
[3] Margin Regulations: Financing an Acquisition
[4] Regulatory Approvals
[5] Notification Under the Hart-Scott Act
[6] State Takeover Statutes

1.03 The Acquiror’s Decision
[1] Why Acquire by Tender Offer
[2] Identifying the Takeover Target
[3] Form of Offer

1.04 Preparing the Attack
[1] Creation of a Team
[2] Pre-Offer Confidentiality
[3] Organizing for a Tender Offer

1.05 Tender Offer Financing
[1] Junk Bond, Bust-Up, Bootstrap Takeovers
[2] Bridge Financing
[3] The Federal Reserve Board Ruling
[4] The Continuing Policy Debate
[5] Is There a Duty Owed to Bondholders?

1.06 Takeover Approaches
[1] Bear Hugs
[2] The Casual Pass
[3] Multistep Transactions
[4] Open Market Purchases and Street Sweeps
[5] Purchases from Control Shareholders Followed by a Tender; Equal Opportunity Doctrine
[6] Proxy Fights and Institutional Activism
[7] Stock Repurchases/“Greenmail”
[8] Substantial Shareholders Inviting a Takeover

1.07 Takeover Negotiations
[1] Disclosure of Merger Negotiations
[2] Lock-Up Options
[3] Merger Agreement “Exclusivity” Provisions
[4] Agreements in Principle

1.08 Takeover Techniques
[1] Two-Tier, Front-End Loaded Bids
[2] Conditional Bids
[3] The Decreasing Bid
[4] Joint Bids
[5] Topping One’s Own Bid

1.09 Structuring the Offer
[1] Who Should Be the Offeror
[2] Impact of Institutional Investors and Arbitrage
[3] Any and All Offers vs. Partial Offers
[4] Pricing the Offer/Premiums
[5] Contractual Provisions
[6] Conditions
[7] Treatment of Rights Plans
[8] Notice of Guaranteed Delivery
[9] Mailing and Publishing
[10] Special Accommodations

1.10 Structural Alternatives and Other Considerations in Business Combinations
[1] Tax Considerations
[2] Accounting Issues in Business Combinations
[3] Other Factors
[4] Tender Offers
[5] All-Cash Transactions
[6] All-Stock Transactions
[7] Hybrid Transactions: Stock and Cash
[8] Mergers of Equals

1.11 Cross-Border Transactions
[1] Overview
[2] Special Considerations in Cross-Border Deals
[3] Recent Developments
[4] Deal Consideration and Transaction Structures

1.12 Communication with Stockholders

1.13 Implications of the Sarbanes-Oxley Act
[1] General Implications of SOX for M&A
[2] CEO/CFO Certifications: Acquirors Must Certify as to Targets Post-Closing
[3] Disclosure of Non-GAAP Financial Measures: Selling the Deal to Shareholders
[4] Disclosure of “Off-Balance Sheet Arrangements”: Some Targets May Be Less Attractive
[5] Limits on Non-Audit Services: How (or Who) to Do Diligence After SOX
[6] Auditor Independence: Acquiror’s Auditor and the Target
[7] No Loans to Directors or Executive Officers: LBOs, Target Loans and Loan Forgiveness
[8] Trading by Insiders: Technical Concerns with Blackout Periods
[9] Beyond SOX-Other Recent Regulations and M&A

Chapter 2: The Federal Regulatory Framework

2.01 General Requirements Under the Williams Act
[1] A Summary
[2] Equity Securities
[3] Beneficial Ownership
[4] Determination of Five Percent
[5] Group

2.02 Tender Offer or Accumulation of Shares
[1] Legislative History
[2] The “Creeping Tender Offer” Problem
[3] SEC’s Changing Position
[4] The Federal Securities Code
[5] Integration of Purchases Followed by a Formal Tender Offer
[6] Nonconventional Tender Offers

2.03 Required Disclosure of Five Percent Holdings
[1] Disclosure Statements
[2] Pre-Filing Acquisitions
[3] Acquisitions Other Than By Purchase
[4] Filings by Multiple Owners
[5] Effect on Other Forms
[6] Reports by Institutional Investment Managers

2.03A Scope of Tender Offer Regulation
[1] Scope of Regulations
[2] Exemption for Cross-Border Transactions

2.04 Tender Offer Filing, Disclosure and Dissemination by the Bidder
[1] Filing and Disclosure Requirements
[2] Definitions
[3] Disclosure Statement
[4] Publication and Dissemination
[5] Commencement and Pre-Commencement Communications

2.05 Substantive Requirements of a Tender Offer
[1] Length of the Offering Period
[2] Withdrawal Rights
[3] Proration Requirements
[4] All Holders and Best Price Rule
[5] Prompt Payment
[6] New Offer or Amendment

2.06 Tender Offer Filing, Disclosure and Dissemination by the Target
[1] Rule 14e-2-Target Response Required
[2] Rule 14d-9-Solicitations and Recommendations
[3] Relationship Between Rules 14e-2 and 14d-9
[4] Disclosure Statement

2.07 Issuer Tender Offers and Repurchases
[1] Rule 13e-1-Repurchases During Third Party Offers
[2] Rule 13e-4-Regulation of Issuer Tender Offers
[3] Rule 10b-18-Regulation of Issuer Repurchases

2.08 Fraud and manipulation; Inside Information
[1] Section 14(e)-Antifraud Provision
[2] Rule 10b-5-General Antifraud Provision
[3] Rule 14e-3-Tender Offer Inside Information Rule

2.09 Rule 14f-1-Change in Majority of Directors

2.10 Additional Regulations Under the 1934 Act
[1] Rule 10b-3-Purchases Outside a Tender Offer
[2] Regulation M-Repurchases During a Distribution
[3] Rule 10b-4-Short and Hedged Tendering

2.11 Investment Company Act

2.12 Margin Regulations
[1] Regulation U-Banks
[2] Regulation T-Brokers and Dealers
[3] Regulation G-Institutional Lenders
[4] Regulation X-Borrowers

2.13 Section 16(b)-Short-Swing Profits
[1] “Orthodox” and “Unorthodox” Transactions
[2] Limiting Liability of Insiders
[3] Stock Options and Stock Appreciation Rights
[4] Extent of Liability Under Section 16(b)

2.14 State, Federal and Foreign Regulation
[1] State and Federal Regulation of Change of Control
[2] Federal Restrictions on Acquisitions of Assets
[3] Federal Regulation of Acquisitions by Foreigners
[4] Foreign Approvals

2.15 Proposed Legislation and SEC Rules
[1] SEC Initiatives
[2] Congressional Initiatives

Chapter 3: Disclosure Requirements

3.01 Standards of Disclosure
[1] Materiality
[2] Balancing the Scope of Disclosure
[3] Totality of Disclosure
[4] Application Beyond Formal Offering Materials
[5] Special Situations Involving a Stricter Standard
[6] Regulatory Agency Positions

3.02 Intention and Purpose Disclosures
[1] Control
[2] Restructuring of Target
[3] Change in Management or Board of Directors
[4] Merger of Target with Offeror
[5] Opposition to Third Party Takeover

3.03 Antitrust Disclosures
[1] Possible Antitrust Violations
[2] Hart-Scott Act
[3] Exon-Florio

3.04 Disclosure of Effect of Offer on Market and Exchange Listing

3.05 Financial Disclosures
[1] Financial Statements of Offeror
[2] Tender Offer Loans
[3] Valuations and Projections

3.06 Disclosure of Approvals for Change of Control
[1] State Takeover Statutes
[2] State and Federal Regulatory Approvals
[3] Foreign Regulatory Problems
[4] Contractual Provisions

3.07 Ethics and Integrity Disclosures
[1] Questionable Payments
[2] Past Violations of Securities Laws

3.08 Other Specific Disclosure Problems
[1] Expected Litigation
[2] Conditions of Offer
[3] Dealings Between Target and Offeror
[4] Transactions in Target Securities
[5] Defensive Merger by Target
[6] Fee Agreement with Investment Banker

3.09 Target Disclosures on Schedule 14D-9
[1] Target’s Response to an Offer
[2] Conflicts of Interest
[3] Negotiations and Transactions
[4] Antitakeover Devices or Policies

3.10 SEC Review of Disclosures

Chapter 4: Regulation by Trading Markets

4.01 Requirements of the New York Stock Exchange
[1] Disclosure of Information
[2] Tender Offers
[3] Takeover Defenses: Charter and Bylaw Provisions
[4] Shareholder Approval
[5] Voting Rights; Dual Class Capitalization

4.02 Requirements of the American Stock Exchange
[1] Disclosure of Information
[2] Tender Offers
[3] Takeover Defenses: Charter and Bylaw Provisions
[4] Shareholder Approval
[5] Voting Rights; Dual Class Capitalization

4.03 Requirements of the NASDAQ Stock Market
[1] Disclosure of Information
[2] Tender Offers
[3] Takeover Defenses: Charter and Bylaw Provisions
[4] Shareholder Approval
[5] Voting Rights; Dual Class Capitalization

Chapter 5: State Regulation of Tender Offers

5.01 Overview

5.02 First Generation Statutes
[1] Summary of First Generation Statutes
[2] Early Constitutional Attacks
[3] Conflict with SEC’s Tender Offer Rules
[4] The MITE Decision
[5] Post-MITE Cases

5.03 Second Generation Statutes
[1] Summary of Second Generation Statutes
[2] Constitutionality

5.04 Constitutional Attacks on Change in Control Statutes

5.05 Shareholder Lists

Chapter 5A: Standards for Conduct by the Board

5A.01 Directors’ Duties-Basic Rules
[1] The Three Standards of Review
[2] Significant Cases
[3] The Importance of Informed, Good-Faith Decision-making
[4] Fiduciary Duties and Third-Party Bids
[5] Good Corporate Governance and Fiduciary Duties

5A.02 The Sale of a Company: Key Aspects of the Deal-Making Process
[1] Fiduciary Duties in the Sale Context
[2] The Use of Procedural Protections in Sale of Control and Conflict Situations
[3] Consideration and Pricing
[4] Investment Bankers’ Fairness Opinions
[5] Additional Considerations Relating to Preliminary Negotiations

5A.03 Protecting the Deal
[1] Stock Options and Break-Up Fees
[2] No-Shop Clauses
[3] Board Recommendations/“Force-the-Vote” Provisions
[4] Management/Stockholder Voting Lock-Ups
[5] High-Vote Equity Positions
[6] Material Adverse Effect Clauses
[7] Committed Deal Structures, Optionality and Remedies for Failure to Close

5A.04 Duties of the Board in Dealing with Management Buyout Proposals
[1] Overview
[2] Standards of Board Conduct in the Buyout Context
[3] Structuring an Effective Special Committee
[4] The Special Committee in Action
[5] Limitations of Use of Special Committees

5A.05 Duties to Creditors
[1] General Fiduciary Duties to Creditors
[2] Duty of Disclosure to Creditors
[3] Implied Covenants of Good Faith and Fair Dealing
[4] Fraudulent Conveyances

5A.06 Directors’ and Officers’ Liability Insurance
[1] Background
[2] Liability Insurance Crisis
[3] Corporate Responses to the Liability Crisis
[4] Legislative Solutions

Chapter 6: Defending Against Takeovers

6.01 Policy Issues Relating to Takeover Activity

6.02 Checklist for Advance Preparation
[1] “Black Book” Not Desirable
[2] Organization of Team; Preparation of Board and Management
[3] Additional Steps
[4] Employment Agreements and Employee Benefit Plans in Connection with Takeovers

6.03 Structural Changes to Reduce Vulnerability
[1] Migration
[2] Charter Amendments
[3] Defensive Bylaw Provisions
[4] Rights Plans
[5] Control Clauses in Loan Agreements and Contracts; “Poison Puts”
[6] Business or License that Requires Approval for a Change in Control
[7] Union Contracts
[8] Other Actions

6.04 Responding to Pre-Offer Takeover Attempts
[1] No Duty to Negotiate
[2] Responding to Bear-Hugs
[3] Responding to Accumulations of Shares
[4] Public Announcement of the Raider’s Approach
[5] “Sandbagging” the Raider
[6] Repurchase of Shares from a Raider

6.05 Responding to an Actual Offer
[1] Prior to Taking a Position
[2] Requirement of Response Under Rule 14e-2
[3] Suggested Procedures
[4] Reasonable Grounds for Rejecting an Offer

6.06 Specific Responses
[1] Commencement of Litigation
[2] Characterizing the Offer as Inadequate
[3] Restructuring Defenses
[3A] Protect Preferred
[4] White Square and White Knight Arrangements
[5] The “Pac-Man” Defense
[6] Cash or Stock Acquisitions

Volume 1A

Chapter 6: Defending Against Takeovers

6.07 Tender Offer Litigation
[1] Standing to Sue Under Section 14(e)
[2] Standing Under Rule 10b-6
[3] Standing Under Rule 10b-13
[4] Standing Under Rule 10b-5 and Section 9
[5] Penalty for Disclosure Violations

6.08 Section 13(d) Litigation
[1] Standing to Seek Injunctive Relief
[2] Damage Actions Under Section 13(d)
[3] Equitable Relief for Violations of Section 13(d)

6.09 Causes of Action
[1] The Antitrust Defense
[2] Violations of Tender Offer Procedure
[3] Coercive Tender Offer Theory; Fairness to Non-Tendering Shareholders
[4] Breach of Fiduciary Duty
[5] Disclosure
[6] Questionable Payments
[7] Margin Regulations and Investment Company Act
[8] Other Regulatory Defenses

Chapter 7: Practical Impact of the Antitrust Laws on Takeovers

7.01 General Considerations
[1] Antitrust as a Factor
[2] The Hart-Scott Act
[3] Procedures to Pre-empt Problems

7.02 The Hart-Scott Act: General Summary of Pre-Acquisition Notification Requirements
[1] The Hart-Scott Act
[2] The Rules
[3] Interpretations
[4] Exemptions
[5] Practical Effect

7.03 Hart-Scott Act: Classification and Treatment of Acquisitions
[1] 801.30 and Non-801.30 Acquisitions
[2] “Secondary” Acquisitions of Third Parties
[3] Collateral Acquisitions by Third Parties
[4] Tender Offers
[5] Multistep Transactions
[6] Joint Ventures and Newly-Formed Corporations

7.04 The Hart-Scott Act: “Size-of-Person” Test
[1] Statement of Test
[2] Uses of “Regularly Prepared” Financial Statements
[3] Change in Financial Conditions
[4] Modification for Formation of New Corporation

7.05 The Hart-Scott Act: “Size-of-Acquisition” Test
[1] Statement of Test
[2] “Holding”
[3] Holding “as a Result of”-Aggregation
[4] Impact of “Acquired Person” Definition
[5] Valuation of Assets and Securities
[6] Calculation of Percentages
[7] Determination at Time of Consummation
[8] Non-Reportable “Acquisitions”

7.06 The Hart-Scott Act: Limitations on Size-of-Acquisition Test
[1] Concept
[2] The Thresholds
[3] The Exemption and Its Condition
[4] Operation of the Exemption
[5] Certain Aspects of the Exemption

7.07 The Hart-Scott Act: Exemptions
[1] General Comments
[2] Exemptions Provided by Hart-Scott Act
[3] Exemptions Provided by the Rules
[4] Ad Hoc Exemptions

7.08 The Hart-Scott Act: Waiting Period
[1] Length of Waiting Period
[2] Commencement and Expiration of Waiting Period
[3] Pre-Filing Procedural Requirements
[4] Additional Data Requests
[5] Early Termination
[6] Amended and Renewed Tender Offers

7.09 The Hart-Scott Act: Procedural Aspects
[1] The Form
[2] Compliance
[3] Confidentiality

7.10 The Hart-Scott Act: Certain Key Definitions
[1] “Control”
[2] “Entity” and Related Terms
[3] “Acquiring Person” and “Acquired Person”
[4] “Voting Securities”
[5] “Assets”

7.11 Merger Guidelines of Department of Justice and Federal Trade Commission
[1] General
[2] Policy Goals
[3] Market Definition
[4] Horizontal Mergers
[5] Inadequate Defenses

Chapter 8: The Dealer-Manager for the Bidder and the Investment Banker for the Target

8.01 The Investment Banker/Dealer-Manager for the Bidder
[1] Functions
[2] Selection
[3] Dealer-Manager Agreement

8.02 The Investment Banker for the Target
[1] Functions
[2] Agreement

8.03 Soliciting Dealers
[1] Functions
[2] Agreement
[3] Federal and State Positions on Soliciting Dealer Fees

8.04 Market Activities of Investment Bankers in Connection With Tender Offers
[1] When Acting as Dealer-Manager
[2] After Retention by or Contacts with Target or White Knight
[3] Prior to Retention or Contacts
[4] As a Soliciting Dealer

8.05 Special Compliance Procedures for Arbitrage Departments
[1] Obtaining Public Information
[2] Distinguishing Between Public and Inside Information
[3] Contact with Other Market Professionals
[4] Chinese Walls and Similar Insulating Procedures

8.06 Investment Bankers’ Fairness Opinions
[1] Value of Fairness Opinions
[2] Determination of Fairness and Fair Price
[3] Considerations Influencing an Opinion
[4] Liability for Fairness Opinions
[5] Due Diligence in Connection with Fairness Opinions
[6] Procedures in Rendering Fairness Opinions

8.07 Investment Bankers’ Duty of Confidentiality

Chapter 9: Freezeouts; Going Private

9.01 Going Private Transaction
[1] Types of Going Private Transactions
[2] Motives and Justifications for Freezeouts
[3] Applicable Legal Standards
[4] Commentary on Freezeouts
[5] History of Freezeouts

9.02 Types of Going Private Transactions
[1] “Pure Freezeouts”/MBOs
[2] Second-Step Freezeouts
[3] Parent/Subsidiary Freezeouts

9.03 Methods of Going Private
[1] Long-form Merger or Plan of Share Exchange
[2] Short-form Merger
[3] Reverse Stock Split
[4] Multistep Sale of Assets and Dissolution
[5] Tender Offer
[6] Limited Partnership Roll-Up

9.04 Federal Regulatory Scheme
[1] Disclosure-Rule 13e-3
[2] Private Rights of Action Under Rule 13e-3 and Rule 10b-5
[3] Tender Offers-Section 14(d), Section 14(e) and Rule 13e-4
[4] Roll-Up Transactions-Securities Act Release No. 6922 and Section 14(h)
[5] Applicability of Margin Regulations

9.05 State Standards
[1] Entire Fairness
[2] Appraisal Rights as an Exclusive Remedy
[3] Freezeouts as Per Se Fraudulent Under New York Case Law
[4] Statutory Limitations

9.06 Fair Dealing
[1] Approval by Independent Directors
[2] Approval by Majority of Minority
[3] Other Factors

9.07 Fair Value and Fair Price
[1] Current and Historical Market Prices
[2] Going Concern, Earnings of DCF Value
[3] Liquidation, Net Asset or Net Book Value
[4] Discounts and Premiums
[5] Additional Factors

9.08 How to Go Private

Chapter 10: Tax, Accounting and ERISA Considerations in Takeovers and Freezeouts
10.01 Tax Considerations-Introduction

10.02 Takeovers
[1] Tax-Free Takeovers-General Considerations
[2] Tax-Free Reorganizations
[3] Partially Taxable Transactions
[4] Tender and Exchange Offers
[5] Taxable Transactions
[6] Net Operating Losses and Other Carryovers

10.03 Freezeouts
[1] Second-Step Freezeouts
[2] Tax-Free Freezeouts
[3] Taxable Freezeouts: Stock Purchases by the Continuing Shareholder
[4] Taxable Freezeouts: Redemptions
[5] Taxable Freezeouts: Sales of Assets

10.04 Leveraged Buyouts
[1] Tax Consequences for the Target
[2] Tax Consequences for the Acquiror

10.04A Tax-Free Spin-offs and Morris Trust Transactions
[1] Spin-offs in General
[2] Reorganization at the Subsidiary Level
[3] Leveraged Partnership Dispositions
[4] Tax-Sharing Arrangements

10.04B Operating Joint Ventures
[1] Choice of Entity: General Considerations
[2] Extracting Cash from the Partnership
[3] Hybrid Partnership Structures

10.04C International Corporate Reorganizations
[1] Foreign Corporations as Acquirors: Outbound Transfers
[2] Foreign Corporations as Targets: Inbound Transfers
[3] Other Tax Consideration in International Acquisitions of Combinations

10.05 Greenmail

10.06 Accounting Considerations
[1] Purchase Accounting: Elimination of Pooling-of-Interests Accounting
[2] Push Down Accounting

10.07 Certain ERISA Considerations
[1] Qualified v. Non-Qualified Plans
[2] Form of Pension Plan: Defined Benefit v. Defined Contribution Plan
[3] Potential Pension Plan Liabilities
[4] Continuation of Target’s Pension Plans
[5] Leveraged Employee Stock Ownership Plans

10.08 Employee Stock Options and Stock Appreciation Rights
[1] General Tax Considerations
[2] Treatment of Options in Acquisition

10.09 Parachute Payments-Executive Compensation in Takeover Situations

Chapter 11: Acquisitions of Financial Institutions

11.01 Current Issues in Financial Institutions M&A
[1] The Current Environment
[2] Evolving Capital Expectations and Standards
[3] Accessing Capital From All Available Sources
[4] CPP and the Repayment of TARP
[5] Acquisitions of Failed and Failing Banks
[6] Governance Challenges
[7] Executive Compensation Matters
[8] Antitrust Considerations
[9] Special Tax Considerations

11.02 Key Issues for Directors and Considerations Pertinent to the Evaluation of M&A and Strategic Transactions
[1] Board Duties in Challenging Times
[2] Qualitative Factors in Evaluating Strategic Alternatives; Short-Term Versus Long-Term Values
[3] Preservation of the Company’s Franchise
[4] Importance of the Evaluation Process
[5] Special Considerations in the “Going-Private“ Context
[6] Directors’ Duties to Maintain Confidentiality of Data
[7] The M&A Litigation Landscape

11.03 Financial Institution Acquisition Agreements: Structural, Procedural and Contractual Issues
[1] Structural Alternatives
[2] Factors Influencing Choice of Structure
[3] Contractual Issues
[4] Protecting the Deal
[5] Bank Branch Sales

11.04 Mergers of Equals
[1] The Advantages of an MOE Structure
[2] Resolving the Key Governance Issues
[3] The MOE Merger Agreement
[4] Fiduciary Issues and Fairness Opinions in MOEs
[5] Protecting the Deal

11.05 Capital Raising Strategies
[1] Recent Capital Raising Activity
[2] Raising Additional Capital
[3] Transactions by Private Equity Firms and Other Investment Vehicles
[4] Other Capital Strategies

11.06 Hostile Takeover Techniques and Defenses
[1] Takeover Preparedness in the Current Environment
[2] Notable Hostile Situations in the Financial Services Sector
[3] Responding to Takeover Threats
[4] Advance Preparation
[5] Hostile Takeover Techniques
[6] Regulatory Defenses
[7] Structural Defenses

Chapter 12: Regulation of Financial Institutions
12.01 Federal Regulatory Framework
[1] Overview of Different Banking Vehicles
[2] The Statutory Framework
[3] Bank Holding Company Act
[4] Change in Bank Control Act
[5] Bank Merger Act
[6] Thrift Statutes
[7] Significant Consequences of “Control”
[8] Interstate Banking and Interstate Branching
[9] State and Federal Deposit Cap Statutes

12.02 The Regulatory Approval Process for Acquiring Banks and Bank Holding Companies
[1] Bank Holding Company Act Criteria
[2] Control Act Criteria
[3] Bank Merger Act Criteria
[4] Acquisitions by Foreign Banks and Bank Holding Companies

12.03 [RESERVED] 

12.04 Antitrust Considerations in Bank Transactions
[1] Basic Statutory Framework
[2] Methodology Used by Federal Reserve Board
[3] Department of Justice Methodology
[4] Federal Reserve Board and Justice Department Policy Regarding Divestitures
[5] State Attorney General Involvement
[6] Potential Competition
[7] Nonbank Acquisitions
[8] Hart-Scott-Rodino Antitrust Improvements Act of 1976

Table of Cases


Martin Lipton Martin Lipton is a graduate of the University of Pennsylvania and of New York University Law School, where he was editor-in-chief of the Law Review. He is a partner in the New York firm of Wachtell, Lipton, Rosen & Katz. Erica H. Steinberger Erica H. Steinberger, a graduate of Occidental College in Los Angeles and of New York University Law School, is a partner in the New York office of Latham & Watkins.