After reading Chapter 2, respond to the following questions:

1. What is the structure of the acquisition at issue in this case? What is the effective date of this acquisition?

2. What is the enterprise to be valued here? As of what date?

3. Is there any other method available for the transaction planner to use to structure Perelman’s acquisition of Technicolor? If so, what corporate formalities must be satisfied in using such an alternative method to structure Perelman’s acquisition?

4. Does the court’s ruling discourage Bidder’s use of a two-step transaction to acquire Target? Could Perelman have used a one-step transaction to acquire Technicolor?

5. On the facts of this case, would you reach a different result under the present MBCA standard set forth in §13.01(4), which focuses on the value of the shares “immediately before the effectuation of the corporate action”?

6. Would Perelman have made an offer for Technicolor if he did not believe that he could complete the merger? In other words, does the rule of this case reduce the incentives for prospective bidders to make offers to acquire financially troubled target companies?

7. How does the court address the problem of dueling experts on the facts of this case?

8. What does “fair dealing” require? Who has the burden to establish fair dealing?

Include all references in APA format.

Book – Mergers and Acquisitions: Cases and Materials