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Editor: D. Daniel Sokol
University of Florida
Levin College of Law

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Monday, October 11, 2010

Mergers & Acquisitions in the United States: A Practical Guide for Non-U.S. Buyers

Posted by D. Daniel Sokol

Mergers and acquisitions of U.S. companies by foreign corporations are complex and often unique. In addition to already existing legal and regulatory complexities, today’s economic and national security concerns make it even more challenging for counsel to guide corporations through the legal, tax, and political pathways they must navigate to conduct M&A with foreign entities in the U.S.

Mergers & Acquisitions in the United States: A Practical Guide for Non-U.S. Buyers is the only full-length treatise that guides U.S. attorneys, foreign counsel, and investment bankers through proven legal, tax, and political strategies in the complex arena of foreign acquisition and merger within the U.S. This highly practical reference is the one resource that will help practitioners and companies gain insight into all aspects of foreign acquisition of U.S. companies, including:

  • Sarbanes-Oxley Disclosure—chapter co-authored by Michael Oxley
  • Lobbying, Media, and Other Political Considerations—chapter co-authored by Michael Oxley
  • National Security Concerns
  • Products Liability
  • Tax Implications
  • Antitrust Regulation
  • Import/Export Controls
  • Employment Law—Including ERISA
  • Immigration Issues

Mergers & Acquisitions in the United States: A Practical Guide for Non-U.S. Buyers is expertly-authored by partners at Baker & Hostetler, each a leading expert in his or her practice area. Among the issues addressed by this new resource, this product offers expert insight into the:

  • Essential nuts and bolts of M&A with foreign entities
  • Potential for products liability litigation in the U.S.
  • Practical strategies useful under the special circumstances of foreign acquisition
  • Legal considerations in transactions as they relate to the special circumstance of foreign acquirers
  • New elements and impacts of transparency
  • Recent rise in shareholder activism and steps to take in the foreign M&A

ntroduction

  • The United States Remains Open for Business - Elliot J. Feldman

Part I: Deal Making

  • Types of Acquisitions and Mergers: The Process and the Players - Ronald A. Stepanovic
  • Acquisitions: Documentation, Approvals and Litigation Risks - Robert A. Weible
  • The Alternative Dispute Resolution Clause Is Not Boilerplate - Margaret Rosenthal, Dawn Kennedy
  • What Is Different When the Acquirer Is Foreign? - Christoph Lange

Part II: Structuring the Deal: Taxes and Treaties

  • Domestic Tax Issues - Jeffrey H. Paravano, John R. Lehrer II
  • The U.S. International Tax Regime - Paul M. Schmidt, Michael W. Nydegger
  • International Treaty Protections for Foreign Investment in the United States - Michael S. Snarr

Part III: Due Diligence and Valuing the Deal

  • Labor And Employment Law: What Foreign Investors Need to Know - David A. Grant, Marc A. Antonetti, Terry Connerton
  • Intellectual Property - Kenneth J. Sheehan, Mark H.Tidman, with Stephen S. Fabry, Phong D. Nguyen, A. Neal Seth, Monica S. Verma

Part IV: Perceived Obstacles to Deals in the U.S.

  • Antitrust Issues in Acquisitions - Lee H. Simowitz
  • Sarbanes-Oxley: Practical Issues in Potential Mergers and Acquisitions of Publicly Traded Companies on U.S. Exchanges - Michael G. Oxley, Peggy A. Peterson
  • The U.S. Justice System and Products Liability Law - James V. Etscorn, Trevor M. Stanley

Part V: Post-9/11 and New Conditions

  • National Security Review of Acquisitions by Foreigners - John J. Burke
  • Managing the Separate Regulatory and Political Processes for Investment in the United States - Michael G. Oxley, Peggy A. Peterson
  • Immigration Options for Foreign Acquirers of U.S. Companies - Marcela S. Stras
  • Customs Law Considerations for Foreign Acquisitions in the United States - Michael S. Snarr
  • Export Control, Sanctions and Anti-Corruption Laws and Regulations Affecting Acquisitions by Foreigners - John J. Burke
  • Foreign Ownership and Trade Remedies - Elliot J. Feldman

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