Mergers and Acquisitions: A Step-by-Step Legal and Practical Guide
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.

1130310085
Mergers and Acquisitions: A Step-by-Step Legal and Practical Guide
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.

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Mergers and Acquisitions: A Step-by-Step Legal and Practical Guide

Mergers and Acquisitions: A Step-by-Step Legal and Practical Guide

Mergers and Acquisitions: A Step-by-Step Legal and Practical Guide

Mergers and Acquisitions: A Step-by-Step Legal and Practical Guide

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Overview

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.


Product Details

ISBN-13: 9781119276777
Publisher: Wiley
Publication date: 03/20/2017
Series: Wiley Finance
Sold by: JOHN WILEY & SONS
Format: eBook
Pages: 336
File size: 3 MB

About the Author

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.

Table of Contents

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

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