INDICE: Preface. About the Author. Free Online Resources by Steve Bragg. Chapter 1. The Acquisition Process. Why We Acquire. Why a Target Sells. Acquisition Strategy. The Basic Acquisition Process Flow. The Auction Process Flow. Locating and Culling Acquisition Targets. The Optimal Target Size. Evaluate Acquisition Targets with Alliances. Acquisition Risks for the Buyer Valuation. Acquisition Risks for the Buyer Legal. Acquisition Risks for the Seller. Acquisition Follow-Up Activities. The Hostile Takeover. Defending Against a Hostile Takeover. Summary. Chapter 2. Key Participants. The Acquisition Team. Attorneys.Board of Directors. Brokers. The Chief Executive Officer. Investment Bankers.Investor and Public Relations. Lenders. Line Managers. Specialist Consultants. Players in Hostile Takeovers. Integration Team. Summary. Chapter 3. Valuing an Acquisition Target. Alternative Valuation Methods. The Control Premium. Synergy Gains. The Discounted Cash Flow (DCF) Model. Constructing Cash Flow Scenarios. Cash Flow Adjusting Factors. The Earnout. Qualitative Factors. Which Valuation Method is Best? The Method of Payment. Summary. Chapter 4. The Term Sheet. Reasons for Using a Term Sheet. Components of a Term Sheet. Summary. Chapter 5. Due Diligence. Due Diligence Team Staffing. Due Diligence Interviews. Due Diligence Overview. Due Diligence Market Overview. Due Diligence Culture. Due Diligence Personnel. Due Diligence Intellectual Property. Due Diligence Brands. Due Diligence Risk Management. Due Diligence Capacity. Due Diligence Assets. Due Diligence - Liabilities. Due Diligence Profitability. Due Diligence Cash Flow. Due Diligence Customers. Due Diligence Product Development. Due Diligence Production Process. Due Diligence Information Technology. Due Diligence Legal Issues. Due Diligence for a Business Segment. Due Diligence Forecasts. DueDiligence Missing Information. Complexity Analysis. Due Diligence Red Flags. Due Diligence Sellers Perspective. Due Diligence Documentation. Summary. Chapter 6. The Purchase Agreement. Components of a Purchase Agreement. The Merger Section. The Letter of Transmittal Section. The Representations and Warranties Section Seller. The Representations and Warranties Section Buyer. The Survivalof Representations and Warranties Section. The Conduct of Business Section. The Additional Agreements Section. The Closing Section. The Termination Prior to Closing Section. The Supporting Documents Section. Exhibits. The Seller Disclosure Schedule. The Closing Memorandum. Special Clauses. Post-Closing Activities. Negotiating the Purchase Agreement. Mechanics of the Close. Summary. Chapter 7. The Acquisition Process. Why We Acquire. Why a Target Sells. Acquisition Strategy. The Basic Acquisition Process Flow. The Auction Process Flow. Locating and Culling Acquisition Targets. The Optimal Target Size. Evaluate Acquisition Targets with Alliances. Acquisition Risks for the Buyer Valuation. Acquisition Risks for the Buyer Legal. Acquisition Risks for the Seller. Acquisition Follow-Up Activities. The Hostile Takeover. Defending Against a Hostile Takeover. Summary. Chapter 8. Accounting for Acquisitions. Purchase Price Allocation. Fair Value Determination. Intangibles Identification. Duplicative Assets and Assets Targeted for Disposition. Example of the Accounting for an Acquisition (with Goodwill). Example of the Accounting for an Acquisition (with no Goodwill). Initial Goodwill Impairment Testing. Ongoing Goodwill Impairment Testing. Example of Goodwill Impairment Testing. Timing of Annual Goodwill Impairment Testing. Push-Down Accounting. Summary. Chapter 9. Types of Acquisitions. The Tax Implications of a Acquisition. The Asset Acquisition. The Type A Reorganization. The Type B Reorganization. The Type C Reorganization. The Type D Reorganization. The Triangular Merger. The Reverse Triangular Merger. The All-CashAcquisition. Appraisal Rights. Summary. Chapter 10. Government Regulation. Anti-Trust Regulations. International Anti-Trust Regulations. Environmental Regulations. Summary. Appendix A. Due Diligence Checklist. Index.
- ISBN: 978-0-470-39894-4
- Editorial: John Wiley & Sons
- Encuadernacion: Cartoné
- Páginas: 320
- Fecha Publicación: 15/10/2008
- Nº Volúmenes: 1
- Idioma: Inglés