CONTENTS Chapter I-Introduction to Takeover And Mergers And Acquisition; • Concept; • Advantages; • Types; Chapter 11- Evolution Of Takeover; • Indian History; • World Scenario; Chapter 111- Process Of Mergers And Takeover; • Change In Process under Act 2013; • New Type Of Merger; -Fast Track And; -Cross Border; • Penalties For Contravention; Chapter IV- Role of Directors; • New Addition Of Directors; • Duties Under Act 2013; • Role Of Independent And Other Directors; • Collective Duty; Chapter V- Directors Duty in Takeover; • Duty Towards employees , shareholder, stakeholders etc.; Chapter VI- Fiduciary Duties; • Duty of Care; • Duty To Act In Good faith; • Duty To Act For Proper Purpose; • Duty Of Loyalty; • Duty Of Disclosure; • No Profit No Conflict; • Test To Determine The Breach Of Fiduciary Duty; Chapter VII- Duty of Target And Acquirer Company; • Duty to give reasoned recommendations; • Duty to carryon business with past practice; • Not to appoint director of the acquirer to the board; • Duty to be neutral; • Duty of Directors already represented in the board of the target; • Obligation of the Target towards the Acquirer Company; • Obligations of the Directors of Acquirer Company; Chapter VIII- Defences Against Takeover; • Crown Jewel ; • The Packman Defense; • Targeted Share Repurchase Or Buyback; • Golden Parachutes; • Anti-Takeover Amendments Or Shark Repellents; • Poison Pill Defenses; • Introduction Of Shares With Differential Voting Rights; • White Knights; • ESOPs; • Voting Agreements Between Shareholders; • No Corporate Action; • Litigation; • Certain Defenses In India; Chapter IX- Due Diligence; Suggestions And Conclusion.