Penn State Law Professor Sam Thompson Covers the Complex Laws of Mergers & Acquisitions


What does this four-volume treatise cover? Thompson: The book deals with several of the
most fundamental areas impacting Mergers and Acquisitions: Corporate Law, Securities Law,
Antitrust Law, Tax Law, Accounting Issues, Valuation Issues. It deals with them from
a domestic standpoint and also an international or cross-border standpoint. It also addresses
regulatory issues that arise in certain specific industries, including banking, bank law M&A,
telecom M&A, utility M&A, airline M&A and a separate chapter on healthcare M&A, which
covers a broad range of healthcare issues such as hospital mergers, hospital acquisitions
and physician practices, mergers of pharmaceutical companies, mergers of medical device companies
and the like. How would you recommend a lawyer use these
books? Thompson: This book would be, for example,
the starting point for and maybe the ending point for a particular question that an M&A
lawyer, particularly a deal lawyer, would have, but to the extent that there is a complicated
and evolved/involved antitrust question, well, my book would provide sort of a guidepost
to get the reader a quick lay of the land. It wouldn’t, it’s not going to foreclose the
need to look further at other issues. How do you deal with cross-border transactions? Thompson: If you’re coming into this country
and investing or acquiring a business in this country, one, you are going to be concerned
about complying with the corporate laws, but the compliance with the basic corporate laws
is not going to be significantly different than compliance with the basic corporate laws
where you have a domestic acquisition. But the foreign person is going to have to become
familiar with corporate laws for purposes of structuring the transaction. They are also
going to have to be concerned about tax laws, and they may very well have to be concerned
about the application of the antitrust laws. One area that is, that I cover in the book
fairly extensively is the requirements that if a foreign person is making an acquisition
of a U.S. company that gives rise to national security issues, then the transaction must
be vetted by the Committee on Foreign Investment in the U.S. CFIUS. From an outbound standpoint,
it is obvious that the domestic advisor to the U.S. acquirer is going to have to become
familiar with the laws of the jurisdiction where the target is located, and the target
could be located in any number of jurisdictions. Tax is a critical area of M & A for both the
book and in your upcoming institute. What will you cover? It deals with Tax Aspects of Mergers & Acquisitions,
and with a range, a discussion of a range of issues including taxable acquisitions,
tax-free acquisitions, cross- border acquisitions, doing LBOs and similar transactions, so it
is a full range of issues that the tax lawyer is likely to face in structuring merger and
acquisition transactions.

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