Takeovers & Freezeouts

Martin Lipton, Erica H. Steinberger

• Publisher: Law Journal Press
• Year: 2026
• Topic: Law
• eBook ISBN:
  9781588522016
• Subtopic: Financial Law
• Index: Law

“An indispensable, authoritative and extremely useful work—a complete guide—that brings all the steps together.” —Joseph Flom of Skadden, Arps, Slate, Meagher & Flom LLP, New York

The classic in its field! This seven-volume analytical and reference work reflects the current climate for takeover activity and defense. Takeovers & Freezeouts addresses important developments concerning such topics as: Sarbanes-Oxley; reducing vulnerability to hostile takeovers; specific responses to overtures and takeover bids; proxy fights and institutional activism; premerger notification under Hart-Scott-Rodino; state regulation of tender offers; tax, accounting and ERISA considerations; antitrust issues; and takeovers and mergers in the banking industry.

You'll get expert strategic guidance on improving your negotiating leverage in converting hostile takeovers into friendly deals. The authors provide extensive documentation on acquisition and defensive techniques, including LBOs, tender offers, mergers, recapitalizations, restructurings, going private transactions, spin-offs and proxy contests.

Book #00551; looseleaf, seven volumes, 8,536 pages; published in 1978, updated as needed.
ISBN: 978-1-58852-005-0

Table of contents

• Title
• Copyright
• Preface
• Prologue
• CHAPTER 1: Practical Aspects of Tender Offers and Acquisitions
• CHAPTER 2: The Federal Regulatory Framework
• CHAPTER 3: Disclosure Requirements
• CHAPTER 4: Regulation by Trading Markets
• CHAPTER 5: State Regulation of Tender Offers
• CHAPTER 5A: Standards for Conduct by the Board
• CHAPTER 6: Defending Against Takeovers
• CHAPTER 7: Practical Impact of the Antitrust Laws on Takeovers
• CHAPTER 8: The Dealer-Manager for the Bidder and the Investment Banker for the Target
• CHAPTER 9: Freezeouts; Going Private
• CHAPTER 10: Tax, Accounting and ERISA Considerations in Takeovers and Freezeouts
• CHAPTER 11: Acquisitions of Financial Institutions
• CHAPTER 12: Regulation of Financial Institutions
• TABLE OF CASES
• INDEX
• APPENDIX A: Accumulation of Shares and Target Responses
• APPENDIX B: Tender Offers, Exchange Offers and Related Documents
• APPENDIX C: Target Responses and Related Documents
• APPENDIX D: Issuer Tender Offers and Exchange Offers
• APPENDIX E: Leveraged Buy-Outs and Related Documents
• APPENDIX F: Merger Proxy Statements and Related Documents
• APPENDIX F(1)(a) Business Combinations Agreement and Plan of Merger and Reorganization by and among SoFi Technologies, Inc., Technisys S.A., Atom New Delaware, Inc., Atom Merger Sub Corporation and Fortis Advisors LLC, as the Representative, dated as of February 19, 2022
• APPENDIX F(1)(b) Agreement and Plan of Merger by and among Dick’s Sporting Goods, Inc., RJS Sub LLC and Foot Locker, Inc. dated as of May 15, 2025
• APPENDIX F(1)(c) Agreement and Plan of Merger by and among Barnes Group Inc., Goat Holdco, LLC and Goat Merger Sub, Inc., dated as of October 6, 2024
• APPENDIX F(1)(d) Agreement and Plan of Merger by and between United Community Banks, Inc. and ANB Holdings, Inc., dated as of December 2, 2024
• APPENDIX F(1)(e) Agreement and Plan of Merger among Juniper Networks, Inc., Hewlett Packard Enterprise Company and Jasmine Acquisitions Sub, Inc., dated as of January 9, 2024
• APPENDIX F(1)(f) Agreement and Plan of Merger by and between Huntington Bancshares Incorporated and Veritex Holdings, Inc. Dated as of July 13, 2025
• APPENDIX F(1)(g) Agreement and Plan of Merger by and among Discover Financial Services, Capital One Financial Corporation and Vega Merger Sub, Inc., dated as of February 19, 2024
• APPENDIX F(1)(h) Agreement and Plan of Merger by and among Galileo Parent, Inc., Galileo Bidco, Inc., Galileo Topco, Inc. and Maxar Technologies Inc., dated as of December 15, 2022
• APPENDIX F(1)(i) Purchase Agreement by and among LB Super Holdco LLC, LB Holdco, Inc., Cryovac International Holdings, Inc., LB Jersey Holdco Limited, and Sealed Air Corporation dated October 31, 2022
• APPENDIX F(1)(j) Agreement and Plan of Merger dated as of August 3, 2022 among Chemocentryx, Inc. Amgen Inc. and Carnation Merger Sub, Inc. dated as of August 3, 2022
• APPENDIX F(1)(k) Agreement and Plan of Merger by and among Evo Payments, Inc., Global Payments Inc. and Falcon Merger Sub Inc.dated as of August 1, 2022
• APPENDIX F(1)(l) Agreement and Plan of Merger by and among Prologis, Inc., Prologis, L.P., Compton Merger Sub LLC, Compton Merger Sub OP LLC, Duke Realty Corporation, and Duke Realty Limited Partnership dated as of June 11, 2022
• APPENDIX F(1) (m) Agreement and Plan of Merger by and between Independent Bank Group, Inc. and Southstate Corporation dated May 17, 2024
• APPENDIX F(1)(n) [Reserved]
• APPENDIX F(1)(o) [Reserved]
• APPENDIX F(1)(p) [Reserved]
• APPENDIX F(1)(q) [Reserved]
• APPENDIX F(1)(r) Agreement and Plan of Merger by and among Regency Centers Corporation, Hercules Merger Sub, LLC, Urstadt Biddle Properties Inc., UB Maryland I, Inc. and UB Maryland II, Inc., dated as of May 17, 2023
• APPENDIX F(1)(s) [Reserved]
• APPENDIX F(1)(t) [Reserved]
• APPENDIX F(1)(u) [Reserved]
• APPENDIX F(1)(v) Agreement and Plan of Merger by and among Star Holding LLC, Star Merger Co. and U.S. Silica Holdings, Inc. dated as of April 26, 2024
• APPENDIX F(1)(w) Agreement and Plan of Merger by and among Ventas, Inc., Cadence Merger Sub LLC and New Senior Investment Group Inc., dated as of June 28, 2021
• APPENDIX F(1)(x) Agreement and Plan of Merger by and between Sterling Bancorp and Webster Financial Corporation, dated as of April 18, 2021
• APPENDIX F(1)(y) Agreement and Plan of Merger, dated as of September 21, 2025 and Amendment No. 1, dated as of November 7, 2025, among Pfizer Inc., Mayfair Merger Sub, Inc. and Metsera, Inc.
• APPENDIX F(1)(z) Business Combination Agreement by and between Social Capital Suvretta Holdings Corp. III and Prokidney LP, dated as of January 18, 2022
• APPENDIX F(1)(aa) Offer to Purchase All Outstanding Shares of Common Stock of Decibel Therapeutics, Inc.by Symphony Acquisition Sub, Inc. a wholly owned subsidiary of Regeneron Pharmaceuticals, Inc., August 25, 2023
• APPENDIX F(1)(bb) Agreement and Plan of Merger among: Decibel Therapeutics, Inc., a Delaware corporation; Regeneron Pharmaceuticals, Inc., a New York corporation; and Symphony Acquisition Sub, Inc., a Delaware corporation, dated as of August 8, 2023
• APPENDIX F(1)(cc) Agreement and Plan of Merger by and among Prysmian S.p.A. Applause Merger Sub Inc., soley as provided in Section 9.12 of this Agreement, Prysmian Cables and Systems USA, LLC and Encore Wire Corporation dated as of April 14, 2024
• APPENDIX F(1)(dd) Agreement and Plan of Merger among Abbvie Inc., Athene Subsidiary LLC, Athene Merger Sub Inc. and Immunogen, Inc., dated as of November 30, 2023
• APPENDIX F(1)(ee) Agreement and Plan of Merger by and among Sunoco LP, Saturn Merger Sub, LLC, Nustar Energy L.P., Nustar GP, LLC, Riverwalk Logistics, L.P. and Sunoco GP LLC, dated as of January 22, 2024
• APPENDIX F(1)(ff) Agreement and Plan of Merger by and among Salesforce, Inc., Phoenix I Merger Sub, Inc., and Informatica Inc. dated as of May 26, 2025
• APPENDIX F(1)(gg) Equity Purchase Agreement by and among EPIC Y-Grade Holdings, LP, Dos Rios Y-Grade Holdings LLC, SCM EPIC, LLC and Phillips 66 Company, dated January 6, 2025
• APPENDIX F(1)(hh) [Reserved]
• APPENDIX F(1)(ii) Securities Purchase Agreement by and among Masonite Corporation, The Company Stockholders, The Company Warrant Holders, EPI Holdings, Inc., and Bruce E. Procton, as Company Equityholders’ Representative Dated as of November 2, 2022
• APPENDIX F(1)(jj) [Reserved]
• APPENDIX F(1)(kk) [Reserved]
• APPENDIX F(1)(ll) [Reserved]
• APPENDIX F(1)(mm) [Reserved]
• APPENDIX F(1)(nn) [Reserved]
• APPENDIX F(1)(oo) [Reserved]
• APPENDIX F(1)(pp) [Reserved]
• APPENDIX G: Defense Charter and By-Law Amendments
• APPENDIX H(1) Memorandum describing Share Purchase Rights Plan
• APPENDIX H(2) Form of Rights Amendment
• APPENDIX H(3) Form of Board Resolutions adopting a Rights Plan
• APPENDIX H(4) Form of press release announcing adoption of a Rights Plan
• APPENDIX H(5) Form of letter to shareholders with respect to adoption of a Rights Plan
• APPENDIX I: Recapitalizations and Related Documents
• APPENDIX J: Proxy Contests