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  • July 2003 (Revised February 2004)
  • Background Note
  • HBS Case Collection

M&A Legal Context: Standards Related to the Sale or Purchase of a Company

By: Carliss Y. Baldwin, Constance E. Bagley and James Quinn
  • Format:Print
  • | Pages:10
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Abstract

Introduces students to the legal standards affecting officers and directors when selling or purchasing a company. Provides a practical understanding of the Revlon Standard, the Securities and Exchange Act of 1934, Rule 10b-5, and the legal criteria for a cause of action for securities fraud. Recounts three precedential cases decided by the Delaware Supreme Court.

Keywords

Laws and Statutes; Law Enforcement; Government Legislation; Acquisition; Business Exit or Shutdown; Corporate Governance; Going Public; Courts and Trials

Citation

Baldwin, Carliss Y., Constance E. Bagley, and James Quinn. "M&A Legal Context: Standards Related to the Sale or Purchase of a Company." Harvard Business School Background Note 904-004, July 2003. (Revised February 2004.)
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About The Author

Carliss Y. Baldwin

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More from the Authors
  • Computer-Implemented Methods and Systems for Measuring, Estimating, and Managing Economic Outcomes and Technical Debt in Software Systems and Projects: US Patent 11,126,427 B2 By: Daniel J. Sturtevant, Carliss Baldwin, Alan MacCormack, Sunny Ahn and Sean Gilliland
  • Design Rules, Volume 2: How Technology Shapes Organizations: Chapter 7 The Value Structure of Technologies, Part 2: Strategy without Numbers By: Carliss Y. Baldwin
  • Design Rules, Volume 2: How Technology Shapes Organizations: Chapter 6 The Value Structure of Technologies, Part 1: Mapping Functional Relationships By: Carliss Y. Baldwin
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