The Law of Corporate Finance: General Principles and EU Law, 2010 Volume III: Funding, Exit, Takeovers

1.1 Cash Flow, Risk, Agency, Information, Investments The first volume dealt with the management of: cash flow (and the exchange of goods and services); risk; agency relationships; and information. The firm m- ages these aspects by legal tools and practices in the context of all commercial transactions. The second volume discussed investments. As voluntary contracts belong to the most important legal tools available to the firm, the second volume provided an - troduction to the general legal aspects of generic investment contracts and p- ment obligations. This volume discusses funding transactions, exit, and a particular category of decisions raising existential questions (business acquisitions). Transactions which can be regarded as funding transactions from the perspective of a firm raising the funding can be regarded as investment transactions from the perspective of an - vestor that provides the funding. Although the perspective chosen in this volume is that of a firm raising funding, this volume will simultaneously provide infor- tion about the legal aspects of many investment transactions. 1.2 Funding, Exit, Acquisitions Funding transactions are obviously an important way to manage cash flow. All - vestments will have to be funded in some way or another. The firm?s funding mix will also influence risk in many ways. Funding. The most important way to raise funding is through retained profits and by using existing assets more efficiently. The firm can also borrow money from a bank, or issue debt, equity, or mezzanine securities to a small group of - vestors.

Funding: Introduction.- Reduction of External Funding Needs.- Debt.- Equity and Shareholders#x2019; Capital.- Mezzanine.- Chain Structures and Control.- Exit: Introduction.- Exit of Different Classes of Investors.- Exit of Shareholders.- Takeovers: Introduction.- Acquisition of Shares in a Privately-owned Company for Cash.- Due Diligence and Disclosures.- Excursion: Merger Control.- Excursion: Sovereign Wealth Funds.- Key Provisions of the Acquisition Agreement.- Duties of the Board in the Context of Takeovers.- Takeover Defences.- A Listed Company as the Target.- Acquisition Finance.

First attempt to define corporate finance law as an independent field of law with its own principles and tools Discusses the most fundamental objectives of corporate finance law, and a wide range of legal tools Focuses on the perspective of a non-financial firm Introduces a new theory of corporate governance with the firm as the most important principal Imparts a better understanding of corporate governance and the use of law as a financial management tool in Europe Includes supplementary material: sn.pub/extras