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2001

Penn State Law

Tax Law

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Full-Text Articles in Law

Change Of Control Board: Federal Preemption Of The Law Governing A Target's Directors, Samuel C. Thompson Jr. Jan 2001

Change Of Control Board: Federal Preemption Of The Law Governing A Target's Directors, Samuel C. Thompson Jr.

Journal Articles

This article sets out a proposed federal uniform standard governing the actions by the board of directors of a publicly held corporation that is the target of a change of control transaction. This proposal would apply in each of the following four merger and acquisition transactions: (1) the acquisition of a target in an arm's-length negotiated merger or acquisition; (2) the acquisition of a target in a management buyout; (3) the proposed acquisition of a target in a hostile tender offer; and (4) the acquisition by a target's controlling shareholder of the minority interests in such target in ...