Portfolio 6-3rd: Responses to Takeover Bids: Corporate, SEC, Tactical, and Fiduciary Considerations

Wks. 1 State Control-Share and Business-Combination Statutes

Wks. 2 Delaware General Corporation Law §203 (as originally enacted in 1988) Report to the Delaware General Assembly

Wks. 2A Delaware General Corporation Law § 203 (as amended through August 7, 2007)

Wks. 2B Regulation M-A

Wks. 2C Summary of Amendments Made by Regulation M-A to the Pre-Existing Rules

Wks. 3 Provisions on Proposed Reincorporation: BancOne Corp.

Wks. 4 Provisions on Shark Repellents: Caesars World, Inc.

Wks. 5 Provisions on Classified Boards and the Elimination of Action by Consent: Honeywell Inc.

Wks. 6 Provisions on Procedures for Nominations and Proposals: Handy & Harman

Wks. 7 Provisions Authorizing Board to Consider Various Measures of Value Beyond Share Price When Evaluating Takeover Bids: American Water Works Co.

Wks. 8 Provisions Considering Nonstockholder Interests: Georgia-Pacific Corp.

Wks. 9 Sample Board Resolutions on Poison Pills

Wks. 10 Prototype Poison Pill for Preferred Stock

Wks. 11 Sample Bylaw Requiring Advance Notice of Intent to Use Consent Procedure

Wks. 12 Sample Model Bylaw Requiring Advance Notice of Director Nominations and Stockholder Proposals

Wks. 13 Sample Schedule 13D and Excerpt of Standstill Agreement Ending a Takeover Bid: Industrial Equity (Pacific) Limited, Cummins Engine Co.

Wks. 14 Sample Schedule 14D-9 Resolution

Wks. 15 Excerpt from Schedule 14D-9 First Opposing Initial Offer and Later Accepting Increased Offer: Great Northern Nekoosa Corp.

Wks. 16 Excerpt of Schedule 14D-9 Recommending the Rejection of an Offer: Universal Foods Corp.

Wks. 17 Share Repurchase Rights Program: Gillette Co.

Wks. 18 Sample “Dear Franchisee” Letter: Dunkin' Donuts Inc.

Wks. 19 Sample Press Release Announcing Exploration of Possible Sale of the Company: McGill Manufacturing Co.

Wks. 20 Sample Bidding Procedures: Paramount Communications, Inc.

Wks. 21 Sample Confidentiality Agreement

Wks. 22 Excerpt from Stock and Warrant Purchase Agreement: Polaroid/Corporate Partners

Wks. 23 Excerpt from Stock Purchase Agreement: General Electric Capital Corp. and Dunkin' Donuts Inc.

Wks. 24 Report on Corporate Defensive Tactics

Wks. 25 Schedule TO

Wks. 26 Schedule 14D-9

Wks. 27 Sample Memorandum Outlining Various Considerations in Determining Whether to Communicate with a Hostile Bidder

Wks. 28 Deal Protection Summary for 47 Deals Announced from January 1998 Through September 1999

Wks. 29 Schedule 13D

Wks. 30 Sample Board Presentation for Review of an Unsolicited Third-Party Offer 1

Wks. 31 Sample Board Presentation for Review of a Business Combination Transaction 1