M&A legal overview

Discussion in 'Watson Glaser and Case Study Resources' started by Abstruser, Jan 1, 2019.

  1. Abstruser

    Abstruser Legendary Member
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    Came across this very useful article on Practical Law (authored by partners at Shearman & Sterling) that gives a high-level overview of the issues involved in an M&A transaction - https://uk.practicallaw.thomsonreut...tPage=true&comp=pluk&bhcp=1#co_anchor_a804919. It could be very useful for anyone preparing for case studies in an AC or interview.

    Do note that it is quite a technical piece, so for anyone looking for a more basic overview, TCLA's M&A case study guide (https://www.thecorporatelawacademy.com/why-do-you-want-to-be-a-commercial-lawyer/) is a great place to start. The Practical Law article could be good 'further reading' for anyone that may be so curious. :)
     
    #1 Abstruser, Jan 1, 2019
    Last edited: Jan 2, 2019
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  2. FreddyS

    FreddyS Distinguished Member

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    This may be me being sillly but I can’t actually see the link?
     
  3. Abstruser

    Abstruser Legendary Member
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    Sorry, I forgot to add it in the original post! Embarrassing mistake on my part, fixed it now!
     
  4. FreddyS

    FreddyS Distinguished Member

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    Great link! Thanks :)
     
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  5. Rachel Strickland

    Rachel Strickland Active Member

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    This may seem a silly question but I have totally confused myself. On a share purchase within M&A, do you need board member approval or shareholder approval?
     
  6. Ricky

    Ricky Esteemed Member

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    The shareholders own the shares, not the board members. So yes the shareholders have to approve the sale.

    If the board members recommend the buyers offer to the shareholders then its a recommended bid.

    However, if they do not recommend it and the buyer tries to continue it is then a hostile takeover.
     
  7. Ricky

    Ricky Esteemed Member

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    See the attached mind map I created on structuring a share/asset purchase agreement and its execution.
     

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  8. Rachel Strickland

    Rachel Strickland Active Member

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    Thank you so much
     
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