Chapter_02

Chapter_02 - Regulatory Considerations Course Layout:...

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Regulatory Considerations
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Course Layout: M&A & Other Restructuring Activities Part IV: Deal Structuring & Financing Part II: M&A Process Part I: M&A Environment Payment & Legal Considerations Public Company Valuation Financial Modeling Techniques Business & Acquisition Plans Search through Closing Activities Part V: Alternative Strategies Accounting & Tax Considerations Business Alliances Divestitures, Spin-Offs & Carve-Outs Bankruptcy & Liquidation Regulatory Considerations Motivations for Part III: M&A Valuation & Modeling Takeover Tactics and Defenses Financing Strategies Private Company Valuation Cross-Border Transactions
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Current Chapter Learning Objectives Primary objective: To enable students to understand the key elements of selected federal and state Secondary objective: Provide students with an understanding of Pre-notification and disclosure requirements of current security and antitrust legislation How decisions are made in security and antitrust enforcement agencies How environmental, labor and benefit laws affect Key elements of the Sarbanes-Oxley legislation
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Federal Securities Laws Securities Act (1933) Securities Exchange Act (1934) Section 13 Section 14 Williams Act (1968) Section 13 D Requires registration of publicly offered securities Empowers SEC to revoke registration Defines content & frequency of SEC filings Defines proxy disclosure requirements Regulates tender offers Defines disclosure requirements
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Summary of Regulatory Pre- Notification Filing Requirements Williams Act Schedule 13 D must be filled with the SEC within 10 days of acquiring 5% of stock in another firm. Schedule 14 D-1 must be filed with the SEC for tender offers Tender offers must stay open a minimum of 20 business days Hart-Scott-Rodino Act Filing necessary with FTC when buyer purchases assets or securities >$57.6 million or buyer or seller has annual sales or
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Chapter_02 - Regulatory Considerations Course Layout:...

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