Business Law II - Professor Sharma (Lecture 8, Chapter 38 - 04.11.2015)

Business Law II: Professor Sharma Lecture #8, Chapter 38 Chapter 38: Corporate Acquisitions and Multinational Corporations Date: April 11, 2015 Please visit our website at http://raw.rutgers.edu Time Stamps: 1:15 Proxy Solicitation 3:05 Federal Proxy Rules 5:20 Antifraud Provision 7:23 Proxy Contests 8:54 Shareholder Resolution 12:48 Mergers 14:06 Exhibit 38.1: Merger 14:28 Parent/Subsidiary Corporations 15:07 Exhibit 38.2: Share Exchange 17:40 Required Approvals for Merger or Share Exchange 20:28 Short-form Merger 26:15 Sale or Lease of Assets 29:33 Dissenting Shareholder Appraisal Rights 34:28 Tender Offer 37:33 Exhibit 38.3: Tender Offer 38:27 Williams Act 40:07 Tender Offer Rules 44:36 Antifraud Provision 45:31 Fighting a Tender Offer 1:05:09 Business Judgment Rule Summary of Lecture: Under proxy solicitation, shareholders have right to vote on the election of directors, mergers, and charter amendments. They exercise their power to vote either in person or by proxy. A proxy card is a written document signed by a shareholder that authorizes another person to vote the shareholder's shares. The SEC, U.S. Justice Department, or shareholders who are injured by the misrepresentation or omission may sue the wrongdoer. Incumbent directors are current directors of the corporation. Insurgent shareholders are shareholders who propose a slate of directors to replace the incumbent directors. A proxy contest is a contest in which opposing factions of shareholders and managers solicit proxies from other shareholders. A merger is a situation in which one corporation is absorbed into another corporation and ceases to exist. A surviving corporation is a corporation that continues to exist after a merger. A merged corporation is a corporation that is absorbed in the merger and ceases to exist after the merger. A parent corporation is the corporation that owns the shares of the subsidiary corporation. A subsidiary corporation is a corporation that is owned by the parent corporation. A tender offerer is the party that makes a tender offer. A tender offer is an offer that an acquirer makes directly to a target corporation's shareholders in an effort to acquire the target corporation. A target corporation is the corporation that is proposed to be acquired in a tender offer situation. The Williams Act is an amendment to the Securities Exchange Act of 1934 that establishes certain disclosure requirements and antifraud provisions. The fair price rule is any increase in price paid for shares tendered must be offered to all shareholders. The pro rata rule says that if too many shares are tendered-purchase must be made on a pro rata basis. Greenmail is a purchase by a target corporation of its stock from an actual or perceived tender offeror at a premium. A standstill agreement is a agreement of the tender offeror to abandon its tender offer and not purchase any additional stock. Please subscribe to our channel to get the latest updates on the RU Digital Library. To receive additional updates regarding our library please subscribe to our mailing list using the following link: http://rbx.business.rutgers.edu/subsc...