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E-raamat: Mergers and Acquisitions - A Step-by-Step Legal and Practical Guide 2e plus website: A Step-by-Step Legal and Practical Guide plus Website 2nd Edition [Wiley Online]

  • Formaat: 336 pages
  • Sari: Wiley Finance
  • Ilmumisaeg: 26-May-2017
  • Kirjastus: John Wiley & Sons Inc
  • ISBN-10: 1119380375
  • ISBN-13: 9781119380375
Teised raamatud teemal:
  • Wiley Online
  • Hind: 79,30 €*
  • * hind, mis tagab piiramatu üheaegsete kasutajate arvuga ligipääsu piiramatuks ajaks
  • Formaat: 336 pages
  • Sari: Wiley Finance
  • Ilmumisaeg: 26-May-2017
  • Kirjastus: John Wiley & Sons Inc
  • ISBN-10: 1119380375
  • ISBN-13: 9781119380375
Teised raamatud teemal:
"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"--

This book provides the legal mechanics of how to transact M&A deals. It details how the process works, including describing the initial documents for an M&A deal as well as the kinds of M&A deal structures and the rationale behind each. Topics covered include: structuring fundamentals; acquisition process; corporate (non-tax) structuring considerations; tax considerations; definitive acquisition agreement; acquisitions of public companies; leveraged buyouts, acquisitions of a troubled business, and creditors' rights and bankruptcy; cross-border transactions; and "pseudo" M&A deals.
Preface xi
Acknowledgments xv
Chapter 1 Structuring Fundamentals
1(19)
Basic Corporate Finance Concepts
1(6)
Reasons for Acquisitions
7(4)
Three Basic Acquisition Structures
11(3)
Structuring Considerations: Overview
14(6)
Chapter 2 The Acquisition Process
20(48)
Overview
20(7)
Valuation of the Business
27(3)
Investment Bank Engagement Letters
30(5)
Confidentiality Agreements
35(2)
Letters of Intent
37(2)
Stay Bonuses and Other Employee Retention Arrangements
39(3)
Business and Legal Due Diligence
42(13)
Intellectual Property Due Diligence
55(11)
From Signing to Closing
66(1)
Appendixes
67(1)
Chapter 3 Corporate (Nontax) Structuring Considerations
68(78)
Business Objectives and Other Nontax Structuring Considerations
69(9)
Acquisition Structure Diagrams
78(1)
Forms of Acquisition Consideration
78(5)
Debt
83(13)
Cash, Stock, and Earnouts
96(5)
Successor Liability and the De Facto Merger Doctrine
101(3)
Securities Law Compliance
104(10)
Antitrust Compliance: Hart-Scott-Rodino Act
114(6)
Equity Compensation
120(6)
Incentive Stock Options
126(4)
Employment Agreements and Noncompetition Covenants
130(6)
Indemnification
136(2)
Employment and Benefits Law
138(2)
Acquisition Accounting
140(4)
Recapitalization Accounting
144(1)
Appendixes
145(1)
Chapter 4 Tax Considerations
146(20)
Taxable Versus Tax-Free Transactions: Overview of Relevant Situations
146(2)
Detailed Analysis of the Positions of the Target and Its Owners and of the Buyer
148(2)
Taxable Transactions and Their Tax Effects
150(4)
Tax-Free Transactions
154(5)
Special Situations
159(5)
Golden Parachute Tax
164(2)
Chapter 5 The Definitive Acquisition Agreement
166(45)
Economic Terms
169(15)
Representations and Warranties
184(12)
Covenants
196(3)
Additional Agreements
199(1)
Conditions to Closing
200(1)
Survival of Representations and Indemnification
201(5)
Termination
206(1)
Miscellaneous
206(1)
Representing Targets: A Summary
207(3)
Appendixes
210(1)
Chapter 6 Acquisitions of Public Companies
211(46)
Public-to-Public Mergers: What is Different?
211(3)
Case Law-Developed Fiduciary Duties and Standards of Review
214(6)
Evolution of Fiduciary Duty Case Law and Judicial Review
220(17)
Securities Laws and Public Company Acquisitions
237(10)
Anti-Takeover Devices
247(9)
Appendix
256(1)
Chapter 7 Leveraged Buyouts (Structural and Tax Issues) and Acquisitions of a Troubled Business (Creditors' Rights and Bankruptcy)
257(25)
Leveraged Buyouts: Structural and Tax Issues
257(6)
Acquisition of a Troubled Business Generally
263(2)
Fraudulent Transfers
265(7)
Acquisitions Out of Bankruptcy
272(10)
Chapter 8 International M&A
282(1)
Cross-Border Acquisitions
282(1)
Chapter 9 Joint Ventures
282(23)
Reasons for Joint Ventures
292(1)
Types of Joint Ventures
293(2)
Typical Joint Venture Terms
295(9)
Appendix
304(1)
About the Website 305(2)
Index 307
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.