Mergers and Acquisitions

A Step-by-Step Legal and Practical Guide
Author: Edwin L. Miller, Jr.,Lewis N. Segall
Publisher: John Wiley & Sons
ISBN: 1119276772
Category: Law
Page: 336
View: 2590
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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.

Mergers and Acquisitions

A Step-by-Step Legal and Practical Guide +Website
Author: Edwin L. Miller, Jr.,Lewis N. Segall
Publisher: John Wiley & Sons
ISBN: 111926541X
Category: Business & Economics
Page: 336
View: 9119
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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.

Mergers and Acquisitions

A Step-by-Step Legal and Practical Guide
Author: Edwin L. Miller, Jr.
Publisher: John Wiley & Sons
ISBN: 9781118045350
Category: Business & Economics
Page: 352
View: 3867
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A Step-by-Step Legal and Practical Guide 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. Part legal primer, part business and negotiating primer, Mergers and Acquisitions: A Step-by-Step Legal and Practical Guide provides comprehensive and understandable advice for management, investors, legal and business professionals, and law and business school students. Providing expert guidance on the legal frame-work, deal points, and practicalities at each stage of an M&A transaction, Edwin L. Miller, Jr. explores the M&A process from beginning to end, including: Corporate finance fundamentals Critical early steps in the acquisition process How to structure transactions to achieve the best economic result Tax considerations for both buyers and sellers Key and often-misunderstood provisions in the definitive acquisition agreement Acquisitions of public companies—what's different Leveraged buyouts and acquisitions of troubled businesses Mergers and Acquisitions is a must-read whether you're a legal or business professional, an entrepreneur, an investor, or a law or business school student. The book will also be extremely useful to international lawyers and businessmen who need to understand the M&A practices in the United States that are being increasingly adopted around the world. 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, Vice President, Business 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 business people, 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

Lifecycle of a Technology Company

Step-by-Step Legal Background and Practical Guide from Startup to Sale
Author: Edwin L. Miller, Jr.
Publisher: John Wiley & Sons
ISBN: 0470245484
Category: Business & Economics
Page: 320
View: 1095
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Praise for Lifecycle of a Technology Company "Lifecycle of a Technology Company is a comprehensive business and legal handbook for all but the most experienced technology entrepreneurs. I shared my copy with a few colleagues at MIT who have either started or are contemplating launching their own companies, and I had a real problem retrieving it. The data supports my opinion that this book will attain 'handbook' status on the desks of technology entrepreneurs." -Dr. George B. Kenney, Associate Director Materials Processing & Microphotonics Centers at MIT "This book will help entrepreneurs avoid the pitfalls on the long road to success for venture-backed technology companies. It distills a lifetime of experience in advising technology companies in a concise and understandable way." -Howard Berke, Serial Entrepreneur and Venture Capitalist "Lifecycle of a Technology Company provides a valuable resource for lawyers at a variety of experience levels. The junior lawyer will use this resource for the basics. More experienced lawyers with a broad practice will use this for a 'sanity check' relative to market terms and business rationale. In the trenches, it will assist lawyers by providing practical, plain speaking explanations for why things operate as they do in the finance, intellectual property, and merger & acquisition segments of the technology world. If you expect to represent technology clients, keep this book nearby." -James O'Hare, Partner Kirkpatrick & Lockhart Preston Gates Ellis, Boston

Mergers and Acquisitions

A Step-by-Step Legal and Practical Guide
Author: Edwin L. Miller, Jr.
Publisher: Wiley
ISBN: 9780470222744
Category: Business & Economics
Page: 352
View: 9773
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A Step-by-Step Legal and Practical Guide 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. Part legal primer, part business and negotiating primer, Mergers and Acquisitions: A Step-by-Step Legal and Practical Guide provides comprehensive and understandable advice for management, investors, legal and business professionals, and law and business school students. Providing expert guidance on the legal frame-work, deal points, and practicalities at each stage of an M&A transaction, Edwin L. Miller, Jr. explores the M&A process from beginning to end, including: Corporate finance fundamentals Critical early steps in the acquisition process How to structure transactions to achieve the best economic result Tax considerations for both buyers and sellers Key and often-misunderstood provisions in the definitive acquisition agreement Acquisitions of public companies—what's different Leveraged buyouts and acquisitions of troubled businesses Mergers and Acquisitions is a must-read whether you're a legal or business professional, an entrepreneur, an investor, or a law or business school student. The book will also be extremely useful to international lawyers and businessmen who need to understand the M&A practices in the United States that are being increasingly adopted around the world. 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, Vice President, Business 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 business people, 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

Practical Guide to Mergers, Acquisitions and Business Sales


Author: Joseph B. Darby
Publisher: CCH
ISBN: 9780808014706
Category: Business & Economics
Page: 512
View: 9623
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"Buying and selling a business is a challenging process. It involves rituals and interactions that are sometimes eerily similar to the courtship dynamic between a human couple. While many business courtships end in an economic marriage, plenty of others fail and for a variety of reasons. Many unsuccessful business negotiations could have made sense, but ultimately floundered, because negotiations went badly awry at some crucial point. CCH's brand-new Practical Guide to Mergers, Acquisitions and Business Sales by seasoned business transaction attorney and author, Joseph B. Darby III, J.D., not only explains the tax aspects of buying and selling a business, but examines the special art of closing major business transactions successfully through an understanding of the tax consequences of the deal. ; There also are two other parties with a major economic stake in a business merger, acquisition or sale: the federal government and (usually at least one) state government. The role of a tax adviser on an business acquisition transaction is to make everyone aware that there are two "silent partners" in the room at all times and that the Buyer and Seller have a common interest in cutting the silent partners out of the deal or reducing their take. The purpose and mission of Practical Guide to Mergers, Acquisitions and Business Sales is to teach practitioners and business stakeholders how to pare the tax costs of transactions to the absolute minimum, within the boundaries of ethical and appropriate tax reporting."--Publisher's website.

M&A

A Practical Guide to Doing the Deal
Author: Jeffrey C. Hooke
Publisher: John Wiley & Sons
ISBN: 1118816994
Category: Business & Economics
Page: 224
View: 2371
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The comprehensive M&A guide, updated to reflect the latest changes in the M&A environment M&A, Second Edition provides a practical primer on mergers and acquisitions for a broad base of individuals numbering in the hundreds of thousands: Investment bankers involved with mergers and acquisitions (M&A). Equity analysts at hedge funds, risk arbitrage funds, pension funds, and banks, who invest in firms engaged in M&A. Private equity professionals at buyout funds, venture capital funds, and hedge funds, who routinely buy and sell companies. Corporate executives and business development professionals. Institutional loan officers working with M&A and buyout transactions. Business students at colleges and graduate business schools. Investor relations professionals at corporations and public relations firms. Lawyers who work with corporate clients on M&A–related legal, financial, and tax matters. Independent public accounting firms that review M&A accounting. Government regulators Sophisticated individual investors Its comprehensive approach covers each step in the process, from finding an opportunity, to analyzing the potential, to closing the deal, with new coverage of private equity funds and international transactions. This updated second edition also includes information on emerging markets, natural resource valuation, hostile takeovers, special deals, and more, plus new examples and anecdotes taken from more current events. Additional illustrations and charts help readers quickly grasp the complex information, providing a complete reference easily accessible by anyone involved in M&A. The mergers and acquisitions environment has changed in the thirteen years since M&A was initially published, creating a tremendous need for authoritative M&A guidance from a banker′s perspective. This M&A update fills that need by providing the characteristic expert guidance in clear, concise language, complete with the most up–to–date information. Discover where M&A fits into different corporate growth strategies, and the unique merits it confers Delineate clear metrics for determining risk, valuation, and optimal size of potential acquisitions Gain deeper insight into the fundamentals of negotiation, due diligence, and structuring Understand the best time to sell, the best way to sell, and the process of the sale itself In the past decade, the dollar value of M&A deals has jumped ten–fold, and the number of individuals involved has expanded considerably. More and more executives, analysts, and bankers need to get up–to–date on the mechanics of M&A, without wading through volume after volume of dense, legalistic jargon. Finally, M&A is back providing a complete reference to the current state of the M&A environment.

Mergers & Acquisitions from A to Z


Author: Andrew J. Sherman
Publisher: AMACOM Div American Mgmt Assn
ISBN: 0814413838
Category: Business & Economics
Page: 318
View: 1674
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A comprehensive, hands-on resource---now fully revised and updated---the third edition of Mergers and Acquisitions from A to Z shows you how to get M&A deals done right. --

Corporate Taxation Through the Lens of Mergers & Acquisitions

Including Cross-Border Transactions
Author: Samuel C. Thompson, Jr.
Publisher: N.A
ISBN: 9781611631753
Category:
Page: 880
View: 2135
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This book approaches corporate taxation through the lens of the M&A provisions of the Internal Revenue Code. To ensure that the reader has the appropriate background to explore concepts, Chapter 2 provides an introduction to basic corporate tax principles. Because of the globalization of business activity, this book introduces many of the issues under the Code affecting both inbound and outbound cross-border transactions. The book also looks at various proposals to reform corporate taxation.

M&A and Private Equity Confidentiality Agreements Line by Line

A Detailed Look at Confidentiality Agreements in M&A and Private Equity and How to Change Them to Meet Your Needs
Author: Igor Kirman
Publisher: N.A
ISBN: 9780314986740
Category: Law
Page: 109
View: 4374
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Written by an experienced M&A practitioner, M&A and Private Equity Confidentiality Agreements Line by Line brings to market the definitive and most comprehensive coverage to date of the confidentiality agreement process in the M&A and private equity settings, making it a critical resource for practitioners in the legal, business, and financial professions. Offering in-depth explanations of each clause as well as practical advice on negotiations, this book covers every key topic in a confidentiality agreement, including limitations on sharing of information, standstill provisions, and non-solicit clauses among many others. This book also provides readers with sample language for each clause and a discussion of each sides likely reaction and counter-reaction, drawn from real-world negotiations.

Mergers and Acquisitions Basics

All You Need To Know
Author: Donald DePamphilis
Publisher: Academic Press
ISBN: 9780080959092
Category: Business & Economics
Page: 304
View: 1393
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Mergers and Acquisitions Basics: All You Need to Know provides an introduction to the fundamental concepts of mergers and acquisitions. Key concepts discussed include M&As as change agents in the context of corporate restructuring; legal structures and strategies employed in corporate restructuring; takeover strategies and the impact on corporate governance; takeover defenses; and players who make mergers and acquisitions happen. The book also covers developing a business plan and the tools used to evaluate, display, and communicate information to key constituencies both inside and outside the corporation; the acquisition planning process; the negotiation, integration planning, and closing phases; financing transactions; and M&A post-merger integration. This book is written for buyers and sellers of businesses, financial analysts, chief executive officers, chief financial officers, operating managers, investment bankers, and portfolio managers. Others who may have an interest include bank lending officers, venture capitalists, government regulators, human resource managers, entrepreneurs, and board members. The book may also be used as a companion or supplemental text for undergraduate and graduate students taking courses on mergers and acquisitions, corporate restructuring, business strategy, management, governance, and entrepreneurship. Describes a broad view of the mergers and acquisition process to illustrate agents' interactions Simplifies without overgeneralizing Bases conclusions on empirical evidence, not experience and opinion Features a recent business case at the end of each chapter

Mergers and Acquisitions : Strategy, Valuation and Integration


Author: Kamal Ghosh Ray
Publisher: PHI Learning Pvt. Ltd.
ISBN: 8120339754
Category: Business valuation
Page: 796
View: 8129
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Make the Deal

Negotiating Mergers and Acquisitions
Author: Christopher S. Harrison
Publisher: John Wiley & Sons
ISBN: 1119163609
Category: Business & Economics
Page: 320
View: 8397
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A comprehensive introduction to today's M&A strategies Make the Deal is a direct and accessible guide to striking a powerful M&A deal. Merging business, finance, and law, this insightful examination of M&A strategy is designed to help you understand M&A negotiations and the ways in which the final outcome affects your financial future. A general overview of an acquisition agreement framework segues into a more detailed discussion of different deal structures, including stock sales, mergers, asset sales, and complex structures, giving you the information you need to know when each one applies best in practice. You'll gain insight into real-world negotiations and the delicate balancing act that occurs as each party attempts to maximize value and minimize risk, and learn the potential pitfalls that can occur. Negotiation statistics and samples from actual contracts back the war stories throughout, and reinforce the idea that there's no single perfect solution. As a topic of study, M&A is constantly evolving; in practice, it changes at the speed of light. Staying ahead of the market is the single most critical element of making the best deal, and the strategy that worked for one deal most likely won't work for the next. Instead of simply providing a list of strategies that have worked in the past, this book shows you why they worked, so you can tailor your strategy specifically to your next deal. Learn how M&A contract terms affect economic outcomes Examine the techniques and mechanics of today's acquisition agreements Develop a legal framework that supports your business strategy Follow the ups and downs that arise in real-world cases A successful M&A transaction requires both attention to detail and a big picture view, combined with skill, intellect, and ingenuity. Make the Deal brings it all together to show you how to run the table and come away with a win.

The M & A Process

A Practical Guide for the Business Lawyer
Author: American Bar Association. Committee on Negotiated Acquisitions
Publisher: American Bar Association
ISBN: 9781590315729
Category: Law
Page: 358
View: 8988
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This resource addresses the steps for actually doing the deal in a mergers and acquisition transaction. This detailed guide is designed for all customary structures of acquisition transactions (i.e. merger, asset sale, stock sale, share exchanges) and covers the purchase of both publicly and privately held businesses. However, the book covers a greater emphasis on private deals.

Mergers and Acquisitions Basics

The Key Steps of Acquisitions, Divestitures, and Investments
Author: Michael E. S. Frankel,Larry H. Forman
Publisher: John Wiley & Sons
ISBN: 1119273471
Category: Business & Economics
Page: 360
View: 9171
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"This book will help answer the questions that senior level executives have about what M&As are and the steps involved in successful mergers and acquisitions. It provides guidelines and lessons for going through an effective M&A and discusses the key factors that a buyer or seller must consider during a merger or acquisition"--

Drafting for Corporate Finance

What Law School Doesn't Teach You
Author: Carolyn E. C. Paris
Publisher: Practising Law Inst
ISBN: 9781402408823
Category: Law
Page: 388
View: 9870
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Drafting for Corporate Finance: What Law School Doesn't Teach You offers the legal, financial, business, accounting, and drafting information that lawyers must understand for corporate finance documentation, especially debt documentation.

Mergers, Acquisitions, and Other Restructuring Activities

An Integrated Approach to Process, Tools, Cases, and Solutions
Author: Donald DePamphilis
Publisher: Academic Press
ISBN: 0128016108
Category: Business & Economics
Page: 770
View: 893
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Mergers, Acquisitions, and Other Restructuring Activities: An Integrated Approach to Process, Tools, Cases, and Solutions, Ninth Edition, is the most current, comprehensive and cutting-edge text on M&A and corporate restructuring available. It includes many of the most up-to-date and notable deals and precedent setting judicial decisions, as well as new regulations, trends and tactics employed in M&As. The implications of recent developments such as negative interest rates on valuation and the backlash against globalization for cross-border M&As are discussed. More than 90% of the case studies are new for this edition, involving deals either announced or completed during the last several years. It is comprehensive in that nearly all aspects of M&As and corporate restructuring are explored from business plan development to target selection and valuation to negotiation and post-merger integration. It is cutting edge in that conclusions and insights are anchored by the most recent academic research, with references to more than 160 empirical studies published in leading peer-reviewed journals just since the release of the last edition in 2015. Teaches about the financial, legal, accounting and strategic elements of mergers and acquisitions by concentrating on the ways their agents interact Emphasizes current events and trends through new and updated cases Highlights international mergers and acquisitions activities

Structuring M&A Transactions

Leading Lawyers on Negotiations, Due Diligence, and Deal Strategies for Mergers and Acquisitions
Author: John C Grosvenor,Gus M Dixon,John F Cinque,William B Payne,Franklin Cable,Barry J Siegel
Publisher: N.A
ISBN: 9781596226463
Category: Consolidation and merger of corporations
Page: 806
View: 9719
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Stockholders' Agreements Line by Line

A Detailed Look at Stockholders' Agreements and How to Change Them to Meet Your Clients' Needs
Author: Jeffrey R. Patt,Brooks T. Giles
Publisher: Aspatore Books
ISBN: 9780314279347
Category: Law
Page: 212
View: 5726
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Written by experienced corporate attorneys, Stockholders Agreements Line by Line provides a practical approach to understanding the issues involved in drafting and negotiating a stockholders agreement. Participants in a closely-held corporation often use a stockholders agreement to establish an understanding among themselves and the corporation as to the corporations governance, special approval rights, information and access rights, transfer rights and restrictions, and rights to participate in future capital raises and sale transactions. This book analyzes a sample agreement from the perspective of each of the parties involveda control investor, a co-investor, a lender, and management. The authors offer guidance on negotiating positions commonly taken by the different parties to the agreement and address the remedies that each party might seek to protect its rights. Stockholders Agreements Line by Line is a valuable resource for anyone who has ever negotiated a stockholders agreement, as well as for any party who is about to enter into such an agreement. This book contains a CD-Rom that features the PDF and Word versions of the final text of the book, which enables readers to manipulate the contract.