Introduction -

An acquisition of any U.S. corporation involves numerous legal and business issues. This memorandum addresses the principal legal issues involved in acquiring control of U.S. corporations whose shares are publicly traded on a U.S. securities exchange (i.e., the NYSE or Nasdaq) or are otherwise subject to the public reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Part I of this memo discusses the different ways in which an acquiring corporation (as used herein, the “acquiror”) can acquire control of a target corporation (as used herein, the “target”). Part II discusses limitations that may be applicable to the acquiror’s acquisition of a controlling stake in the target. Part III discusses certain restrictions on an acquiror’s conduct with respect to a controlled (but not wholly-owned) target. Part IV discusses methods and considerations with respect to eliminating the minority stockholders in a controlled target.