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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.
Auteur
EDWIN L. MILLER, JR. 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.
Texte du rabat
Praise for Mergers and Acquisitions "Buyers and sellers both hope to be winners in an acquisition. But at the negotiating table, there is only one winner for each point and winning may mean a significant change in the deal economics. The insights in this book are crucial for both buyers and sellers and lay out the rationale for both sides of all of the money issues and other important deal points."
—Todd Koopersmith, Senior Vice President, Corporate Development, Iron Mountain "This book will help M&A professionals get up to speed on a wide range of deal points. It explains the legal background and transaction structuring issues in M&A transactions that every investment professional must know."
—Gregory Burkus, Founder and Partner, Shasta Partners "This book is an essential resource for businesspeople, and the lawyers and other professionals who advise them, to develop a real-world understanding of how the M&A process works. More importantly, it explains why specific deal structures, contractual terms, and diligence procedures are used."
—Jonathan Wolfman, Partner, WilmerHale, Boston "As U.S. M&A concepts, documents, and practices become increasingly adopted internationally, this book will be an invaluable resource. It provides an excellent overview of the entire area, and is easily understandable by corporate executives and lawyers outside the United States."
—Leo Specht, Founder, Specht Rechtsanwalts-Gesellschaft mbH, Vienna, Austria
Résumé
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.
Contenu
Preface xi
Acknowledgments xv
Chapter 1 Structuring Fundamentals 1
Basic Corporate Finance Concepts 1
Reasons for Acquisitions 7
Three Basic Acquisition Structures 11
Structuring Considerations: Overview 14
Chapter 2 The Acquisition Process 20
Overview 20
Valuation of the Business 27
Investment Bank Engagement Letters 30
Confidentiality Agreements 35
Letters of Intent 37
Stay Bonuses and Other Employee Retention Arrangements 39
Business and Legal Due Diligence 42
Intellectual Property Due Diligence 55
From Signing to Closing 66
Appendixes 67
Chapter 3 Corporate (Nontax) Structuring Considerations 69
Business Objectives and Other Nontax Structuring Considerations 69
Acquisition Structure Diagrams 78
Forms of Acquisition Consideration 78
Debt 83
Cash, Stock, and Earnouts 96
Successor Liability and the De Facto Merger Doctrine 101
Securities Law Compliance 104
Antitrust Compliance: Hart-Scott-Rodino Act 114
Equity Compensation 120
Incentive Stock Options 126
Employment Agreements and Noncompetition Covenants 130
Indemnification 136
Employment and Benefits Law 138
Acquisition Accounting 140
Recapitalization Accounting 144
Appendixes 145
Chapter 4 Tax Considerations 146
Taxable Versus Tax-Free Transactions: Overview of Relevant Situations 146
Detailed Analysis of the Positions of the Target and Its Owners and of the Buyer 148
Taxable Transactions and Their Tax Effects 150
Tax-Free Transactions 154
Special Situations 159
Golden Parachute Tax 164
**Chapter 5 The Definitive Acquisitio…