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Zimmerman's Research Guide


Mergers and Acquisitions

A periodical called Mergers & Acquisitions covers and lists mergers, and big deals are listed (with the names of the attorneys) in Thursday's New York Law Journal and the American Lawyer.

Analyst reports provide detailed analysis of mergers and acquisitions (see the separate entry for "Analyst Reports").

National Mediation Board (NMB) decisions on mergers, etc., in the railroad and airline industry are available on Lexis (LABOR;NMB). You may also be able to find them in the (free) NMB Knowledge Store.

How to do M&A work:

  1. The multi-volume treatise, Takeovers & Freezeouts (Law Journal Press) offers an excellent collection of sample M&A documents;
  2. Anatomy of a Merger (Law Journal Press) provides a good 1-volume nutshell from an insider's perspective, but I don't think it's published any longer;
  3. for a 1-chapter review with a high-tech twist see Mergers & Acquisitions: A Strategy for High Technology Companies;
  4. Westlaw has a database of model documents for mergers and acquisitions (MODELDOC-M&A);
  5. The Practical Law Company (or "PLC") provides practical advice on how to structure a variety of M&A transactions including model forms (with commentary), sample clauses, checklists and detailed explanations;
  6. DealLawyers.com is "an educational service that provides practical guidance on legal issues involving public and private mergers and acquisitions (M&A), joint ventures, private equity, and restructurings. Content includes webcast programs, M&A articles and law firm memos, an M&A blog, a sample document library, and an interactive Q&A/Discussion forum";
  7. PLI handbooks cover many aspects of M&A deals.

Researching M&As: Leading tools for researching M&As include --

* The Worldwide Mergers and Acquisitions database in Thomson ONE (formerly SDC Platinum). Selected data is availabe in the TFSD Woldwide Mergers & Acquisitions - Deal Information database on Westlaw (SDC-M&A), and on Lexis (COMPNY;SDCMA). Or you can call Thomson Financial (888-989-8373) and have them do the work for you, but that's expensive.

* The Mergerstat database, available through the Factset web site, as well as through the Alacra Store. Mergerstat covers both acquisitions and divestitures where at least one significant party is a U.S. company.

* The ZEPHYR database, available only by subscription through the ZEPHYR website. ZEPHYR covers deals both inside and out of the U.S., and is particularly strong in Europe. ZEPHYR also covers deals of smaller value than Thomson Financial or Mergerstat.

* Mergermarket (highly recommended for deal news).

* Capital IQ.

* FactSet Mergers.

* Other resources: The Deal, Bloomberg (among other things, I heard the WFA file has information on European intra-state M&A).

Alerts: Capital IQ allows you to set up alerts for M&A events either at a particular company or that satisfy specific criteria.

Capital Changes: You can look up a record of which stock was exchanged for which in CCH's Capital Changes Reporter and Global Capital Changes.

Foreign Law: Some useful resources:

  1. International Mergers & Acquisitions Law: A Country-By-Country Look at M&A Regulations and Best Practices in Major Markets around the Globe (Aspatore Books);
  2. Mergers and Acquisitions in Europe provides English translations of European M&A laws;
  3. The Mergers and Acquisitions, Merger Control and other antitrust-related volumes in the in the Getting the Deal Through series;
  4. European Union merger decisions are published in the antitrust supplements to the Common Market Law Reports and on Lawtel.

For more on how to get foreign M&A laws, see the "Foreign Laws" entry and the entries for individual countries.

Lists & Statistics: Lists of the most/biggest/etc. corporate deals for the preceding year are listed in (a) the Corporate Scorecard supplement to the April issue of The American Lawyer, (b) the January-February issue of Corporate Control Alert, (c) one of the January issues of the Investment Dealer's Digest (which may have quarterly supplements) and (d) the M&A league tables on ThomsonReuters' Deals Intelligence (access is via free registration).

Some M&As statistics are available in the Business Rankings Annual (to update, call Brooklyn Public's Business Library). There is also a book of merger statistics called Mergerstat Review (call NYPL Premium Services or the document delivery service at another business library if you need copies faxed).

Middle-Market Mergers: For information on middle-market mergers, you can try calling the International Association of Merger and Acquisition Professionals (847-480-9037). Also, ZEPHYR covers many middle-market mergers.

Sample Deal Documents: Good sources for sample forms and clauses include Practical Law Company (PLC), DealLawyers.com and the multi-volume treatise Takeovers & Freezeouts (Law Journal Press). The Corporate Transactions feature on Bloomberg Law has one module to help you locate relevant transactional language" and another that is designed to help you "Determine market drafting standards and refine your own documents by analyzing language from more than seven million actual agreements."

Shark Repellent: "Shark Repellent" refers to Poison Pills, Supermajority Voting Requirements and other techniques company managements employ to prevent takeovers. Factset compiles a database, available through SharkRepellent and the Alacra Store, that summarizes which techniques are in effect at each of the covered companies. See also the "Shareholders" entry.

What's Market? Resources for benchmarking an M&A deal against similar deals are available on Practical Law (PLC), Bloomberg Law and FORSITEt by Fortis Advisors. Some information can be gathered using Capital IQ, FactSetMergers.com and Thomson One.

See Also
Antitrust Law
Business Information
Company Information
Federal Trade Commission
Foreign Laws

For comments, questions and suggestions, email the author
Copyright 2015 Andrew Zimmerman