Mergers, Acquisitions and Tender Offers: Law and Strategies is a five-volume guide to domestic and cross-border mergers, acquisitions, and tender offers, covering a range of aspects including corporate, securities federal income tax, antitrust, pre-merger notification, accounting, and valuation. The book focuses on private company and public company acquisitions negotiated and hostile transactions. The title takes a practical approach to these topics, and many of the chapters have appendices containing deal documents that illustrate the practical application of the particular topic.

Highlights of Release #16 include:

• New section 1:7.38, A Deal Lawyer’s “Second (2018) Take” on the Impact on M&A of the Trump Administration’s Potential Changes to Laws and Regulations, explains how on balance these changes may have a positive impact on M&A. However, the 100% bonus depreciation and limit on the deductibility of interest go in opposite directions, with 100% depreciation being an incentive for taxable asset acquisitions, but with the limit on the deductibility of interest being a disincentive for financing an acquisition with debt.
• New section 3:3.2, Due Diligence: Cryptocurrencies, exploring the use of cryptocurrencies in any merger or acquisition. The parties will want to know if the counterparty has used or has any exposure to cryptocurrencies, and this section provides an introduction to these products.
• New section 9:1.2, Introduction to the Domestic Provisions of the 2017 Tax Cuts and Jobs Act (TCAJA), which examines sections of the TCAJA impacting domestic M&A transactions, including the section 199A deduction for certain active income of pass-through entities; the individual rate structure for dividends and capital; the combined individual and corporate rates; the benefit to C corporation shareholders from the deferral of the shareholder tax and the anti-deferral provisions; and the limitation on the deduction for business interest.
• New section 12:14.14, The “Passing on of Efficiencies” Requirement Through the lens of Hershey—Pinnacle and UPMC—Pinnacle, which discusses how, in advancing any efficiencies defense, the merging parties must be cognizant of a passing-on requirement (which, in essence, requires that the benefit from a cognizable efficiency be passed on (at least to an extent) to consumers). The purpose of this section is to analyze the wisdom of this passing-on requirement by considering under standard microeconomic principles what is likely to happen to price and output in the several markets.
• New summary updates to Volume 3, discussing some of the changes that will be made in the next update to chapters 14 through 28, reflecting developments after July 31, 2018.

This essential treatise is available on PLI PLUS, our online research database. If you’d like to purchase a print copy, please email libraryrelations@pli.edu or call 877.900.5291.