Portfolio 6-4th: Responses to Takeover Bids: Corporate, SEC, Tactical, and Fiduciary Considerations

Wks. 1 List of State Takeover Statutes

Wks. 2 Provisions on Proposed Reincorporation from Delaware to Ohio in Proxy Statement of Banc One Corp. (Mar. 6, 1989)

Wks. 3 Extract from Avanir Pharmaceuticals Proxy Statement (Reincorporation from California to Delaware (Jan. 9, 2009)

Wks. 4 Certificate of Incorporation of First Midwest Bancorp, Inc. (Feb. 25, 2009) (including anti–takeover defensive provisions)

Wks. 5 Extract from Certificate of Incorporation of Delta Petroleum Corporation Prohibiting Shareholders from Calling Special Meetings or Acting by Written Consent (Nov. 7, 2005)

Wks. 6 Extract of the Bylaws of Avanir Pharmaceuticals, Inc. Prohibiting Shareholders from Calling Special Meetings (Mar. 10, 2009)

Wks. 7 Extract from Honeywell International's Bylaws Requiring Advance Notice for Shareholder Nominations and Proposals (Sept. 26, 2008)

Wks. 8 Extract from Celanese Corporation's Bylaws Requiring Advance Notice for Shareholder Nominations and Proposals (Oct. 23, 2008)

Wks. 9 Sample Resolution by the Board of Directors to Adopt a Rights Plan

Wks. 10 Sample Model Bylaw Requiring Advance Notice of Intent to Use Consent Procedure for Delaware Corporation

Wks. 11 Sample Schedule 13D and Excerpt of Standstill Agreement Ending a Takeover Bid

Wks. 12 Sample Advice to Target Company Management Regarding Responding to a “Bear Hug” Letter

Wks. 13 Sample Board Presentation for Review of an Unsolicited Third-Party Offer

Wks. 14 Sample 14D-9 Target Board Resolutions (Delaware Corporation)

Wks. 15 Sample Memorandum with Pre-Acquisition Antitrust Guidance

Wks. 16 Sample Bidding Guidelines

Wks. 17 Anheuser-Busch Companies, Inc. “Stop, Look, and Listen” Letter and Press Release (June 16, 2008)

Wks. 18 NRG Energy Inc.'s “Stop, Look, and Listen” Press Release (Oct. 20, 2008)

Wks. 19 Form of Confidentiality and Standstill Agreement

Wks. 20 Sample Invitation for Bids

Wks. 21 Minority Investor Standstill Provisions: Excerpt of Stock Purchase Agreement Between Lear Corporation and Icahn Partners LP et al. (Oct. 17, 2006)

Wks. 22 Minority Investor Standstill Provisions in MBIA/Warburg Pincus Agreement (Dec. 10, 2007)

Wks. 23 Minority Investor Standstill Provisions: Excerpt of Stock Purchase Agreement between JetBlue Airways Corporation and Deutsche Lufthansa AG (Dec. 13, 2007, as amended Jan. 22, 2008)

Wks. 24 Survey of Change of Recommendation Provisions in Mergers Valued at $5 Billion and Greater (Mar. 2008–Apr. 2009)

Wks. 25 Survey of Standstill Agreements—Minority Positions

Wks. 26 U.S. Total M&A and Hostile/Unsolicited M&A Deal Numbers and Volume, 1998–2009 (3 Charts)

Wks. 27 Distribution of Break-up Fees in Selected Deals (Jan. 2007–Apr. 2009)