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Cover image for Mergers and Acquisitions : A Step-by-Step Legal and Practical Guide
Title:
Mergers and Acquisitions : A Step-by-Step Legal and Practical Guide
Personal Author:
Series:
Wiley finance series
Edition:
Second Edition
Physical Description:
xv, 314 pages : illustrations ; 24 cm.
ISBN:
9781119265412
Abstract:
The legal, financial, and business primer to the M&A process Mergers and Acquisitions offers accessible step-by-step guidance through the M&A process to provide the legal and financial background required to navigate these deals successfully

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30000010370277 KF1477 M54 2017 Open Access Book Book
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Summary

Summary

The legal, financial, and business primer to the M&A process

Mergers and Acquisitions offers accessible step-by-step guidance through the M&A process to provide the legal and financial background required to navigate these deals successfully. From the initial engagement letter to the final acquisition agreement, this book delves into the mechanics of the process from beginning to end, favoring practical advice and actionable steps over theoretical concepts. Coverage includes deal structure, corporate structuring considerations, tax issues, public companies, leveraged buyouts, troubled businesses and more, with a uniquely solution-oriented approach to the M&A process. This updated second edition features new discussion on cross-border transactions and "pseudo" M&A deals, and the companion websites provides checklists and sample forms to facilitate organization and follow-through.

Mergers and acquisitions are complex, and problems can present themselves at each stage of the process; even if the deal doesn't fall through, you may still come out with less than you bargained for. This book is a multi-disciplinary primer for anyone navigating an M&A, providing the legal, financial, and business advice that helps you swing the deal your way.

Understand the legal mechanics of an M&A deal Navigate the process with step-by-step guidance Compare M&A structures, and the rationale behind each Solve common issues and avoid transactional missteps

Do you know what action to take when you receive an engagement letter, confidentiality agreement, or letter of intent? Do you know when to get the banker involved, and how? Simply assuming the everything will work out well guarantees that it will--for the other side. Don't leave your M&A to chance; get the information and tools you need to get it done right. Mergers and Acquisitions guides you through the process step-by-step with expert insight and real-world advice.


Author Notes

EDWIN L. MILLER, J R . is a partner with Sullivan & Worcester. He has practiced corporate and securities law for over forty years. He has represented both issuers and underwriters in numerous IPOs, secondary stock offerings, and other public market transactions. In addition, he has organized a number of private equity/venture capital funds and has represented venture capital firms and technology companies in venture financings.

LEWIS N. SEGALL is a corporate partner and leader of the Corporate/M&A Group at Sullivan & Worcester. He regularly represents public and private companies in equity and debt financings, joint ventures, domestic and international mergers and acquisitions, and general corporate matters. He also represents financial institutions in secured and unsecured credit facilities.


Table of Contents

Prefacep. xi
Acknowledgmentsp. xv
Chapter 1 Structuring Fundamentalsp. 1
Basic Corporate Finance Conceptsp. 1
Reasons for Acquisitionsp. 7
Three Basic Acquisition Structuresp. 11
Structuring Considerations: Overviewp. 14
Chapter 2 The Acquisition Processp. 20
Overviewp. 20
Valuation of the Businessp. 27
Investment Bank Engagement Lettersp. 30
Confidentiality Agreementsp. 35
Letters of Intentp. 37
Stay Bonuses and Other Employee Retention Arrangementsp. 39
Business and Legal Due Diligencep. 42
Intellectual Property Due Diligencep. 55
From Signing to Closingp. 66
Appendixesp. 67
Chapter 3 Corporate (Nontax) Structuring Considerationsp. 69
Business Objectives and Other Nontax Structuring Considerationsp. 69
Acquisition Structure Diagramsp. 78
Forms of Acquisition Considerationp. 78
Debtp. 83
Cash, Stock, and Earnoutsp. 96
Successor Liability and the De Facto Merger Doctrinep. 101
Securities Law Compliancep. 104
Antitrust Compliance: Hart-Scott-Rodino Actp. 114
Equity Compensationp. 120
Incentive Stock Optionsp. 126
Employment Agreements and Noncompetition Covenantsp. 130
Indemnificationp. 136
Employment and Benefits Lawp. 138
Acquisition Accountingp. 140
Recapitalization Accountingp. 144
Appendixesp. 145
Chapter 4 Tax Considerationsp. 146
Taxable Versus Tax-Free Transactions: Overview of Relevant Situationsp. 146
Detailed Analysis of the Positions of the Target and Its Owners and of the Buyerp. 148
Taxable Transactions and Their Tax Effectsp. 150
Tax-Free Transactionsp. 154
Special Situationsp. 159
Golden Parachute Taxp. 164
Chapter 5 The Definitive Acquisition Agreementp. 169
Economic Termsp. 169
Representations and Warrantiesp. 184
Covenantsp. 196
Additional Agreementsp. 199
Conditions to Closingp. 200
Survival of Representations and Indemnificationp. 201
Terminationp. 206
Miscellaneousp. 206
Representing Targets: A Summaryp. 207
Appendixesp. 210
Chapter 6 Acquisitions of Public Companiesp. 211
Public-to-Public Mergers: What is Different?p. 211
Case Law-Developed Fiduciary Duties and Standards of Reviewp. 214
Evolution of Fiduciary Duty Case Law and Judicial Reviewp. 220
Securities Laws and Public Company Acquisitionsp. 237
Anti-Takeover Devicesp. 247
Appendixp. 256
Chapter 7 Leveraged Buyouts (Structural and Tax Issues) and Acquisitions of a Troubled Business (Creditors' Rights and Bankruptcy)p. 257
Leveraged Buyouts: Structural and Tax Issuesp. 257
Acquisition of a Troubled Business Generallyp. 263
Fraudulent Transfersp. 265
Acquisitions Out of Bankruptcyp. 272
Chapter 8 International M&Ap. 282
Cross-Border Acquisitionsp. 282
Chapter 9 Joint Venturesp. 292
Reasons for Joint Venturesp. 292
Types of joint Venturesp. 293
Typical Joint Venture Termsp. 295
Appendixp. 304
About the Websitep. 305
Indexp. 307
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