UNIVERSITY PARK, Pa. — Samuel C. Thompson Jr., Arthur Weiss Distinguished Faculty Scholar and professor of law at Penn State Law in University Park, recently released the second edition of his treatise on the entire mergers and acquisitions (M&A) process, "Mergers, Acquisitions and Tender Offers: Law and Strategies – Corporate, Securities, Taxation, Antitrust, Cross-Border" (Practising Law Institute Press).
The treatise offers real-world advice on the full M&A process and encompasses best practices, planning tips, checklists and sample documents. The six-volume treatise, updated twice annually, contains a comprehensive coverage of topics, including:
- Contract law (including drafting issues with M&A agreements and due diligence)
- Corporate law (including (1) fiduciary duty concepts, (2) voting rules, and (3) appraisal principles)
- SEC law (including (1) registration requirements for IPOs, (2) deal docs and principles for both private and public company M&A, including tender offers, and (3) rules governing SPACs)
- Federal income tax, financial accounting and valuation techniques
- Domestic and cross-border M&As (including leveraged buyouts, spinoffs, and in-bound and out-bound M&A)
- Ethical issues (including dual representation, success fees, and conflicts of interest)
With this new edition, Thompson explains: “I remember that in law school at the University of Pennsylvania School of Law, back in the late 1970s, I was excited by the study of M&A, and a long time later, I still am excited about the study of M&A. As a consequence, whenever I get a chance, I say another thanks to my Penn Law professors on this topic, Bob Mundheim in Corporations, David Ruder in Securities Regs, Louis Schwartz in Antitrust, and Bernie Wolfman in Tax. Thanks again to those great professors.”
Additionally, Thompson has authored two other law books: "Business Tax Deskbook," which has two volumes and is updated annually, and "Corporate Valuation in Mergers and Acquisitions," which is currently in press.
Thompson is an expert on tax and merger and acquisition law and teaches the corporate, securities, tax and antitrust aspects of mergers and acquisitions as well as valuation in M&A, international tax and taxation of business entities. He has published several books on these topics.