Making the Pieces Fit

Mergers and acquisitions (business combinations often colloquially referred to as M&A) are puzzles — they comprise many pieces, and a transaction is only successfully completed when the pieces fit together properly. Traditional doctrinal courses in law schools — even comprehensive courses in M&A and corporate finance, taken together — typically fail to adequately address many of these pieces. Moreover, the available teaching materials for more novel, wide-ranging courses on M&A do not expose students to many practical and legal transactional components useful to legal counsel engaging in and with business combinations. The increasingly global nature of M&A practice adds complexity to the puzzle.

This teaching text is designed to fill in many of the missing pieces in cross-border M&A for law students and faculty and to facilitate interdisciplinary M&A work in the law school curriculum. It is edited and co-authored by a group of law and business scholars and focuses on an iconic transaction — the 1998 Daimler-Chrysler "merger of equals" — as a jumping-off point for analysis and discussion. Each chapter addresses material from the relevant practice and/or research experience of the author or co-authors. As a result, the book covers many unique pieces of the cross-border mergers and acquisitions puzzle including: business associations, securities regulation, contract drafting, international law, alternative dispute resolution, environmental law, federal income taxation, valuation, professional responsibility, secured transactions, intellectual property, management and leadership, real property, and antitrust. This book was developed for use as a primary instructional text in a cross-border M&A course, and is suitable for use both in that context and as a secondary text in a more traditional M&A course. It may be particularly attractive to law faculty teaching in study abroad programs.

The pieces in this volume are co-authored by Robert C. Blitt, Joan MacLeod Heminway, Jeffrey M. Hirsch, Becky L. Jacobs, Don A. Leatherman, Robert M. Lloyd, Alex Long, Thomas E. Plank, Gary A. Pulsinelli, Joshua L. Ray, Glenn Harlan Reynolds, Paula Schaefer, Anne D. Smith, Gregory M. Stein, Maurice E. Stucke, and Christyne Vachon.