Mergers and AcquisitionsA Step-by-Step Legal and Practical Guide +Website
Wiley Finance 2. Aufl.
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.
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
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.
Getting mergers and acquisitions transactions successfully completed requires an understanding of the legal framework, negotiating points, and practical aspects of each stage of the deal. M&As are complex undertakings with lots of moving parts and no end of tricky twists and turns at every stage of the process. This is why, no matter what your role in an M&A, it behooves you to learn as much as you can about their mechanics before entering into such arrangements—or you could come out of it with a lot less than you'd bargained for. Fortunately, Mergers and Acquisitions, Second Edition makes it easier than ever for you to quickly get up to speed on all the M&A basics. Part legal primer, part business and negotiating how-to, it provides comprehensive, easy-to-digest insights, advice, and guidance for managers, investors, attorneys, and business professionals. Attorneys Edwin Miller and Lewis Segall draw upon their decades of experience orchestrating M&As in both the public and private spheres to school you in the mechanics of M&As. Taking a multidisciplinary, solution-oriented approach, they walk you step by step through the entire process, filling you in on what you need to know about finance fundamentals, structuring transactions, tax considerations, leveraged buyouts, acquiring troubled businesses, and much more. New to this edition of the critically acclaimed guide are discussions of cross-border transactions and quasi-M&A deals like joint ventures, and a companion website providing checklists and sample forms to facilitate organization and concrete understanding. From the initial engagement letter to the final acquisition agreement, Mergers and Acquisitions, Second Edition arms you with the knowledge and tools you need to successfully navigate the M&A process and come out of it with everything you bargain for.
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
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