Mergers

Mergers in the United States

Mergers and Acquisitions Legal Materials

A periodical called Mergers & Acquisitions covers and lists mergers, and big deals are listed (with the names of the attorneys) in Thursday’s New York Law Journal and theAmerican Lawyer.

Analyst reports provide detailed analysis of mergers and acquisitions (see the separate entry for “Analyst Reports“).

National Mediation Board (NMB) decisions on mergers, etc., in the railroad and airline industry are available on Lexis (LABOR;NMB). You may also be able to find them in the (free) NMB Knowledge Store.

How to do M&A work:

  1. The multi-volume treatise, Takeovers & Freezeouts (Law Journal Press) offers an excellent collection of sample M&A documents;
  2. Anatomy of a Merger (Law Journal Press) provides a good 1-volume nutshell from an insider’s perspective, but I don’t think it’s published any longer;
  3. for a 1-chapter review with a high-tech twist see Mergers & Acquisitions: A Strategy for High Technology Companies;
  4. Westlaw has a database of model documents for mergers and acquisitions (MODELDOC-M&A);
  5. The Practical Law Company (or “PLC”, acquired by West) provides practical advice on how to structure a variety of M&A transactions including model forms (with commentary), sample clauses, checklists and detailed explanations;
  6. DealLawyers.com is “an educational service that provides practical guidance on legal issues involving public and private mergers and acquisitions (M&A), joint ventures, private equity, and restructurings. Content includes webcast programs, M&A articles and law firm memos, an M&A blog, a sample document library, and an interactive Q&A/Discussion forum”;
  7. PLI handbooks cover many aspects of M&A deals.

Researching M&As: Leading tools for researching M&As include :

  • The Worldwide Mergers and Acquisitions database in Thomson ONE (formerly SDC Platinum). Selected data is availabe in the TFSD Woldwide Mergers & Acquisitions – Deal Information database on Westlaw (SDC-M&A), and on Lexis (COMPNY;SDCMA). Or you can call Thomson Financial (888-989-8373) and have them do the work for you, but that’s expensive.
  • The Mergerstat database, available through the Factset web site, as well as through the Alacra Store. Mergerstat covers both acquisitions and divestitures where at least one significant party is a U.S. company.
  • The ZEPHYR database, available only by subscription through the ZEPHYR website. ZEPHYR covers deals both inside and out of the U.S., and is particularly strong in Europe. ZEPHYR also covers deals of smaller value than Thomson Financial or Mergerstat.
  • Mergermarket (highly recommended for deal news).
  • Capital IQ.
  • FactSet Mergers.
  • Other resources: The Deal, Bloomberg (among other things, I heard the WFA file has information on European intra-state M&A).

Alerts: Capital IQ allows you to set up alerts for M&A events either at a particular company or that satisfy specific criteria.

Capital Changes: You can look up a record of which stock was exchanged for which in CCH’s Capital Changes Reporter and Global Capital Changes.

Foreign Law: Some useful resources:

  1. International Mergers & Acquisitions Law: A Country-By-Country Look at M&A Regulations and Best Practices in Major Markets around the Globe (Aspatore Books);
  2. Mergers and Acquisitions in Europe provides English translations of European M&A laws;
  3. The Mergers and Acquisitions, Merger Control and other antitrust-related volumes in the in the Getting the Deal Through series;
  4. European Union merger decisions are published in the antitrust supplements to theCommon Market Law Reports and on Lawtel.

For more on how to get foreign M&A laws, see the “Foreign Laws” entry in this legal Encyclopedia and the entries for individual countries.

Lists & Statistics: Lists of the most/biggest/etc. corporate deals for the preceding year are listed in:

  • the Corporate Scorecard supplement to the April issue of The American Lawyer,
  • the January-February issue of Corporate Control Alert,
  • one of the January issues of the Investment Dealer’s Digest (which may have quarterly supplements) and
  • the M&A league tables on ThomsonReuters’ Deals Intelligence(access is via free registration).

Some M&As statistics are available in the Business Rankings Annual (to update, call Brooklyn Public’s Business Library). There is also a book of merger statistics calledMergerstat Review (call NYPL Premium Services or the document delivery service at another business library if you need copies faxed).

Middle-Market Mergers: For information on middle-market mergers, you can try calling the International Association of Merger and Acquisition Professionals (847-480-9037). Also, ZEPHYR covers many middle-market mergers.

Sample Deal Documents: Good sources for sample forms and clauses include Practical Law Company (PLC), DealLawyers.com and the multi-volume treatiseTakeovers & Freezeouts (Law Journal Press). The Corporate Transactions feature on Bloomberg Law has one module to help you locate relevant transactional language” and another that is designed to help you “Determine market drafting standards and refine your own documents by analyzing language from more than seven million actual agreements.”

Shark Repellent: “Shark Repellent” refers to Poison Pills, Supermajority Voting Requirements and other techniques company managements employ to prevent takeovers. Factset compiles a database, available through SharkRepellent and the Alacra Store, that summarizes which techniques are in effect at each of the covered companies. See also the “Shareholders” entry.

What’s Market? Resources for benchmarking an M&A deal against similar deals are available on Practical Law (PLC), Bloomberg Law and FORSITEt by Fortis Advisors. Some information can be gathered using Capital IQ, FactSetMergers.com and Thomson One.

Mergers and the State Laws

Select from the list of U.S. States below for state-specific information on Mergers:

Mergers (Bank Expansion)

This section introduces, discusses and describes the basics of mergers. Then, cross references and a brief overview about Bank Expansion is provided. Finally, the subject of Banking Law in relation with mergers is examined. Note that a list of cross references, bibliography and other resources appears at the end of this entry.

Resources

See Also

Antitrust Law
Business Information
Company Information
Federal Trade Commission
Foreign Laws
Hart-Scott-Rodino

Further Reading

Mergers and acquisitions

Find more information on Mergers and acquisitions in relation to the Antitrust Implications of Doing Business Overseas in the legal Encyclopedias.

Legal Issues in Mergers and Acquisitions

Find more information on Legal Issues in Mergers and Acquisitions in relation to the Export Control in Merger and Acquisitions in the legal Encyclopedias.

Mergers and the International Trade Law

Resources

See Also

Further Reading

  • Mergers entry in the Dictionary of International Trade Law (Raj Bhala)
  • Mergers entry in the Gale Encyclopedia of U.S. Economic History (Thomas Carson; Mary Bonk)
  • Mergers entry in the Dictionary of International Trade
  • Mergers entry in the Dictionary of International Trade: Handbook of the Global Trade Community (Edward G. Hinkelman)

Tax Issues in Mergers and Acquisitions

Find more information on Tax Issues in Mergers and Acquisitions in relation to the Export Control in Merger and Acquisitions in the legal Encyclopedias.

Mergers: Open and Free Legal Research of US Law

Federal Primary Materials

The U.S. federal government system consists of executive, legislative, and judicial branches, each of which creates information that can be the subject of legal research about Mergers. This part provides references, in relation to Mergers, to the legislative process, the federal judiciary, and the primary sources of federal law (cases, statutes, and regulations).

Federal primary materials about Mergers by content types:

Laws and Regulations

US Constitution
Federal Statutory Codes and Legislation

Federal Case Law and Court Materials

U.S. Courts of Appeals
United States courts of appeals, inclouding bankruptcy courts and bankcruptcy appellate panels:

Federal Administrative Materials and Resources

Presidential Materials

Materials that emanate from the President’s lawmaking function include executive orders for officers in departments and agencies and proclamations for announcing ceremonial or commemorative policies. Presidential materials available include:

Executive Materials

Federal Legislative History Materials

Legislative history traces the legislative process of a particular bill (about Mergers and other subjects) for the main purpose of determining the legislators’ intent behind the enactment of a law to explain or clarify ambiguities in the language or the perceived meaning of that law (about Mergers or other topics), or locating the current status of a bill and monitoring its progress.

State Administrative Materials and Resources

State regulations are rules and procedures promulgated by state agencies (which may apply to Mergers and other topics); they are a binding source of law. In addition to promulgating regulations, state administrative boards and agencies often have judicial or quasi-judicial authority and may issue administrative decisions affecting Mergers. Finding these decisions can be challenging. In many cases, researchers about Mergers should check state agency web sites for their regulations, decisions, forms, and other information of interest.

State rules and regulations are found in codes of regulations and administrative codes (official compilation of all rules and regulations, organized by subject matter). Search here:

State opinions of the Attorney General (official written advisory opinions on issues of state law related to Mergers when formerly requested by a designated government officer):

Tools and Forms

Law in Other Regions

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