This text provides a concise statement of the the state corporate and federal securities laws governing mergers and acquisitions law designed for law students taking an advanced business law course such as mergers and acquisitions or corporate finance, lawyers practicing in corporate takeovers, and judges faced with cases arising out of such transactions. This thoroughly updated third edition features a considerably expanded treatment of practical aspects, such as drafting merger agreements, preparing disclosure documents, and dealing with takeover defenses.
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Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA, where he currently teaches Business Associations, Advanced Corporation Law and a seminar on corporate governance. In past years, he has also taught Corporate Finance, Securities Regulation, Mergers and Acquisitions, and Unincorporated Business Associations. Professor Bainbridge previously taught at the University of Illinois Law School. He has also taught at Harvard Law School as the Joseph Flom Visiting Professor of Law and Business, La Trobe University in Melbourne, and at Aoyama Gakuin University in Tokyo. In 2008, Professor Bainbridge received the UCLA School of Law's Rutter Award for Excellence in Teaching. In 1990, the graduating class of the University of Illinois College of Law voted him "Professor of the Year." Professor Bainbridge is a prolific scholar, whose work covers a variety of subjects, but with a strong emphasis on the law and economics of public corporations. He has written over 75 law review articles, which have appeared in such leading journals as the Harvard Law Review , the Virginia Law Review , the Northwestern University Law Review , the Cornell Law Review , the Stanford Law Review and the Vanderbilt Law Review . Professor Bainbridge's most recent books include: The New Corporate Governance in Theory and Practice (Oxford University Press, 2008); Securities Law-Insider Trading ( 2nd ed., ( 2007); Business Associations: Cases and Materials on Agency, Partnerships, and Corporations ( 6th ed., 2006) (with Klein and Ramseyer); Agency, Partnerships, and Limited Liability Entities: Cases and Materials on Unincorporated Business Associations (2nd ed. 2007) (with Klein and Ramseyer); Agency, Partnerships & LLCs (2004); Corporation Law and Economics (2002). Professor Bainbridge currently serves on the American Bar Association's Committee on Corporate Laws and on the Editorial Advisory Board of the Journal of Markets and Morality. In 2008, Professor Bainbridge was named by Directorship magazine to its list of the 100 most influential people in the field of corporate governance.
