The Law of Corporate Finance: General Principles and EU Law: Volume III: Funding, Exit, Takeovers

396 11 Takeovers: Introduction Successor liability. Limitations on successor liability belong to reasons why ac- quirers can pre ...

11.2 Structures 397 Triangular transactions. One of the usual ways to combine the advantages of dif- ferent structures is throug ...

398 11 Takeovers: Introduction enjoy private benefits which they want to keep after the merger. For example, the controlling sha ...

11.4 Process 399 distributions, and provisions of financial assistance can be circumvented by merg- ing the target with the acqu ...

400 11 Takeovers: Introduction The parties typically try to mitigate the risk of opportunistic behaviour. Before negotiations st ...

11.5 Contents of the Sales Contract 401 11.5 Contents of the Sales Contract..................................................... ...

402 11 Takeovers: Introduction Credit agreement. VC firm, entrepreneur. The entrepreneur has a further incentive to act efficien ...

11.6 Summary 403 11.6 Summary Business acquisitions can take various forms: The acquirer can buy shares in the target company (s ...

12 Acquisition of Shares in a Privately-owned Company for Cash 12.1 Introduction The basic acquisition form is the acquisition o ...

406 12 Acquisition of Shares in a Privately-owned Company for Cash The management of information belongs to the most important d ...

12.2 Confidentiality 407 terms on the obligations of the vendor (rule-based strategy); a variable purchase price the amount of w ...

408 12 Acquisition of Shares in a Privately-owned Company for Cash The Directive on market abuse provides for a duty to disclose ...

12.3 Preliminary Understanding 409 The signing of a letter of intent typically ends the preliminary discussions as to the struct ...

410 12 Acquisition of Shares in a Privately-owned Company for Cash A letter of intent can also exclude a party’s possible right ...

12.4 Ensuring Exclusivity, Deal Protection Devices 411 transaction and a fair opportunity for other bidders to make competing of ...

412 12 Acquisition of Shares in a Privately-owned Company for Cash Best efforts clauses. A best efforts clause requires both par ...

12.4 Ensuring Exclusivity, Deal Protection Devices 413 Shareholder lock-ups. In shareholder lock-ups, the favoured acquirer ente ...

414 12 Acquisition of Shares in a Privately-owned Company for Cash ability and enforceability of takeover defences. All these qu ...

12.4 Ensuring Exclusivity, Deal Protection Devices 415 Board duties, “fiduciary out” under Delaware law. Particular board duties ...

416 12 Acquisition of Shares in a Privately-owned Company for Cash and the vendor may not invoke problems with its internal deci ...