Mergers and Acquisitions: A Step–by–Step Legal and Practical Guide +Website

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. INDICE: Preface .Acknowledgments .Chapter 1 Structuring Fundamentals .Basic Corporate Finance Concepts .Reasons for Acquisitions .Three Basic Acquisition Structures .Structuring Considerations: Overview .Chapter 2 The Acquisition Process .Overview .Valuation of the Business .Investment Bank Engagement Letters .Confidentiality Agreements .Letters Of Intent .Stay Bonuses and Other Employee Retention Arrangements .Business and Legal Due Diligence .Intellectual Property Due Diligence .From Signing To Closing .Appendixes .Chapter 3 Corporate (Nontax) Structuring Considerations .Business Objectives and Other Nontax Structuring Considerations .Acquisition Structure Diagrams .Forms of Acquisition Consideration .Debt .Cash, Stock, and Earnouts .Successor Liability and the De Facto Merger Doctrine .Securities Law Compliance .Antitrust Compliance: Hart–Scott–Rodino Act .Equity Compensation .Incentive Stock Options .Employment Agreements and Noncompetition Covenants .Indemnification .Employment and Benefits Law .Acquisition Accounting .Recapitalization Accounting .Cross–Border Acquisitions .Appendixes .Chapter 4 Tax Considerations .Taxable Versus Tax–Free Transactions: Overview of Relevant Situations .Detailed Analysis of the Positions of the Target and Its Owners and of the Buyer .Taxable Transactions and Their Tax Effects Taxable Transactions Treated As Stock Purchases .Tax–Free Transactions .Special Situations .Golden Parachute Tax .Chapter 5 The Definitive Acquisition Agreement .Economic Terms .Representations and Warranties .Article IV: Representations and Warranties of the Shareholders .Article V: Representations and Warranties of Parent [Buyer] and Merger Sub .Covenants .Additional Agreements .Conditions to Closing .Survival of Representations and Indemnification .Termination .Miscellaneous .Representing Targets: A Summary .Appendixes .Chapter 6 Acquisitions of Public Companies .Public–To–Public Mergers: What Is Different? .Case Law Developed Fiduciary Duties and Standards of Review .Evolution of Fiduciary Duty Case Law and Judicial Review .Securities Laws and Public Company Acquisitions .Anti–Takeover Devices .Appendix .Chapter 7 Leveraged Buyouts (Structural and Tax Issues) and Acquisitions Of A Troubled Business (Creditors Rights And Bankruptcy) .Leveraged Buyouts: Structural and Tax Issues .Acquisition of A Troubled Business Generally .Fraudulent Transfers .Acquisitions Out Of Bankruptcy .Chapter 8 International M&A .Cross–Border Acquisitions .Chapter 9 Joint Ventures .Reasons for Joint Ventures .Types of Joint Ventures .Typical Joint Venture Terms .Appendix .About the Web Site

• ISBN: 978-1-119-26541-2
• Editorial: John Wiley & Sons
• Encuadernacion: Cartoné
• Páginas: 336
• Fecha Publicación: 10/05/2017
• Nº Volúmenes: 1
• Idioma: Inglés