Chapter 1. Introduction
1. What are holding companies and how do they work? Can you think of an example of an industry that operates through many different holding companies? What are the costs and benefits of the holding company structure?
2. Explain the merger approval process. What happens to shareholders who do not approve of the merger when the majority necessary for approval agree to the deal? Do these shareholders have any specific rights that are relevant to the deal?
3. Differentiate between the following types of mergers and acquisitions:
a. Subsidiary mergers
b. Vertical acquisitions
c. Horizontal mergers
d. Conglomerate deals
e. Reverse subsidiary merger
4. What are letters of intent and how are they related to the final merger agreement?
5. What is the Lehman formula and how and why is it used?
6. Explain how acquisitions are often structured in a ...view middle of the document...
4. What role did investment bankers, such as JP Morgan, play in the first merger wave?
5. Why were there so many conglomerate deals in the third wave?
6. What were some of the unique characteristics of the third merger wave? Explain how companies used the P/E game in the third merger wave.
7. What does research say about the shareholder wealth effects of the diversifying deals of the third merger waves?
8. What role did accounting manipulations play in the third merger wave?
9. What caused the third merger wave to come to an end?
10. Explain some of the unique characteristics of the fourth merger wave of the 1980s. In particular, discuss the incidence of hostile deals and the use of leverage during this period.
11. What caused the fourth merger wave to end? Explain.
12. What was the role of raiders in the fourth merger wave?
14. Discuss the role of leverage and LBOs in the fourth merger wave?
15. How was the fifth merger wave different from that of prior merger waves? Be sure to discuss the global nature of this wave.
Chapter 3. Legal Framework
1. Explain the main features of Sections 13D and 14D of the Williams Act. What are the requirements and limitations that these sections place on bidders?
2. Explain the purpose of the Hart-Scott-Rodino Act. What limitations or restrictions does this law place on bidders? How has this law recently been amended?
3. Explain the role of Delaware in the world of corporate law. What are the main features of the Delaware antitakeover law?
4. What are the main types of state antitakeover laws? Describe how each works.
5. How do antitrust regulators use the Hirschman-Hirfindahl index? What other quantitative tools do they use when evaluating the competitive effects of mergers?
6. In the United States what factors are necessary in order for an acquisition offer to be considered a tender offer pursuant to the Williams Act?
7. Explain the significance and ramifications of the Edgar v. Mite decision.
8. Explain the significance and ramifications of the CTS v. Dynamics decision.
9. What is CIFUS? Explain.