U.S. Federal Securities Law Aspects of Merger and Acquisition Transactions (Portfolio 315)

Description

Bloomberg Tax Portfolio, U.S. Federal Securities Law Aspects of Merger and Acquisition Transactions, No. 315, analyzes the application of federal securities law to merger and acquisition transactions.

The Portfolio covers the relevant provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the regulations and case law thereunder. It explains how these federal securities laws apply to both the purchaser and the seller in a variety of M&A transactions, as well as the liability arising from the failure to comply with these laws.

The Worksheets include copies of certain of the key rules and forms promulgated by the Securities and Exchange Commission that are discussed in the Portfolio.

This Portfolio may be cited as North, 315 T.M., U.S. Federal Securities Law Aspects of Merger and Acquisition Transactions.

Table of Contents

I. Overview
II. Forms of M&A Transactions
III. Exemptions from Registration Requirements of the Securities Act
IV. Resale of Restricted Securities
V. Registration Under the Securities Act
VI. Liabilities Associated with the Purchase or Sale of Securities
VII. Acquisition of Stock in Public Companies
VIII. Shareholder Approval for Business Combinations
IX. Dealing with Target Company Equity Awards
X. Public Company Disclosure Requirements