Business and Mergers & Acquisition Resources

**Some of the books of forms listed in the page Online Practice Resources also act as treatises.

Westlaw, Lexis, and Bloomberg Law all have many treatises and sets of forms. Treatises available on the three services are often more time-tested than the practice resource pages, because they had long existed on paper and are now available online. Treatises and their accompanying form resources can be fantastic places to learn more, but may require some digging (some are nearly 80 chapters long!)

In law school, you may well have access to Lexis, Westlaw, and Bloomberg, but while practicing, you may have access to only one, or your access may have wildly different pricing. For that reason, this section is sorted by provider.

These providers reorganize their resources with some regularity. If you don't see the exact title of a resource mentioned below, it is likely still available, just rearranged.

Online Resources

**A particular resource may be removed from (or added to) an online provider's databases without notice. Often if this happens a different resource will be substituted.

Negotiated Acquisitions, by George M. Taylor 

Discusses the planning requirements and transactional mechanics of acquiring a company through a negotiated acquisition, with an emphasis on the acquisition of privately held companies by other privately held companies. Identifies the players and their roles in pre-acquisition planning and provides an overview of the transaction, considering the possible structures available, and the tax, securities law, and accounting issues involved; examines the due diligence investigation; explores government regulatory concerns; discusses the actual negotiations and the closing of the deal; and looks at some of the issues raised in particular transactions.

Corporate Acquisitions and Mergers, by Byron E. Fox and Eleanor M. Fox, published by Matthew Bender Publishing Staff (Available on Lexis Advance)

Thorough, easy-to-use guide to the antitrust, tax, corporate, securities and financial aspects of business combinations with extensive charts and tables. While there are forms available in this treatise, this may not be the easiest resource for them.

Corporate Counsel's Guide to Acquisitions and Divestitures  (Available on Westlaw)

Provides complete coverage of the purchase or sale of divisions and subsidiaries, acquisition of privately held companies, and friendly acquisitions of public companies. Chapters include allocation of risks, closing the deal, contract issues, indemnification, letters of intent, labor and employee relations issues, SEC disclosure rules, international concerns, environmental problems, tax aspects, leveraged buyouts (LBOs), fraudulent transfers, and intellectual property considerations. Also includes seminar reports, checklists, negotiation strategies, and substantive chapters on key legal points.  

Takeovers and Freezeouts, by Martin Lipton; Erica H. Steinberger (KF1477. A75 L56 and available on Lexis Advance)

Martin Lipton is considered by many to be the godfather of the realm of takeovers and freezeouts. Provides extensive documentation on takeover acquisition and defensive techniques, including LBOs, tender offers, mergers, recapitalizations, restructurings, going private transactions, spin-offs and proxy contests.

Acquisitions & Mergers: Negotiated & Contested Transactions, by Simon M. Lorne and Joy Marlene Bryan (Available on Westlaw)

Provides guidance on the handling of the merger or acquisition of a business and its assets, and the structuring of LBOs, including the impact of federal and state regulations. Also contains a variety of forms and checklists.

Negotiated Acquisitions of Companies, Subsidiaries and Divisions, by Lou R. Kling and Eileen Nugent (Available on Lexis Advance)

A large treatise divided into several parts: planning transactions and advising boards; general and special provisions of the acquisitions agreement; and special topics, such as LBOs and troubled companies. You'll find everything from basic corporate, tax and accounting considerations to detailed analysis of representations, warranties, covenants and closing conditions.

Getting the Deal Through (on Bloomberg Law and Lexis Advance).

An international comparative guide to business deals and disputes under the laws of over a hundred jurisdictions, arranged by topic, from "acquisition finance" to "vertical agreements." This guide also includes entries on U.S. law. Summaries of each country’s laws are written by practitioners in those countries. Updates and information about trends appear at the end of each entry.

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