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Clifford Chance

US Takeover Guide

Client Briefing

4 January 2011

This Guide to Takeovers in the United States provides a summary overview of the principal legal considerations with respect to takeovers of U.S. public companies. It considers, from both a legal and regulatory perspective, the various stages of a takeover from the initial approach to, through to obtaining control of, the target company. It addresses several key areas–the applicable regulatory framework (Chapter One), preliminary takeover activity, including stakebuilding, preliminary agreements and seeking support from the target’s shareholders (Chapter Two), primary acquisition structures (Chapter Three), deal protection, including “no-shop,” “no-talk” and “go-shop” provisions as well as “fiduciary outs” and break fees (Chapter Four), fiduciary duties applicable to a target company’s board of directors in the M&A context (Chapter Five), takeover defenses (Chapter Six), antitrust/merger clearance (Chapter Seven) and U.S. regulation of non-U.S. investment in the United States (CFIUS) (Chapter Eight). This Guide does not, however, address any financial, tax or accounting matters or the application to takeovers of securities and other laws of jurisdictions outside the United States.

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US Takeover Guide

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