Structuring Mergers and Acquisitions: A Guide to Creating Shareholder Value

Overview

Unlike other M&A references, the new Structuring Mergers and Acquisitions: A Guide to Creating Shareholder Value establishes a framework for analyzing each transaction from a financial perspective, and evaluating your options in terms of how they create value today or better position the company to build value tomorrow.

Yes, it addresses the technical aspects of deal making, but it also takes the all-important next step of showing you how to translate technical expertise ...

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Overview

Unlike other M&A references, the new Structuring Mergers and Acquisitions: A Guide to Creating Shareholder Value establishes a framework for analyzing each transaction from a financial perspective, and evaluating your options in terms of how they create value today or better position the company to build value tomorrow.

Yes, it addresses the technical aspects of deal making, but it also takes the all-important next step of showing you how to translate technical expertise into increased value, with an extensive library of exhibits, including:

  • Case Studies of Actual Transactions
  • Coverage of laws governing different types of mergers, acquisitions, and restructurings
  • Summaries of accounting standards for mergers and acquisitions
  • Time-saving checklists, charts, and graphs
  • and a complete Table of Cases


You'll find hints and tips about what to look out for, how to avoid the inherent pitfalls of different types of transactions, and solutions for common problems. That's why you'll want to keep Structuring Mergers & Acquisitions: A Guide to Creating Shareholder Value within reach: no other manual gives you a clearer, more practical overview of the issues, answers, and tools needed to create shareholder value.

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Product Details

  • ISBN-13: 9780735536364
  • Publisher: Wolters Kluwer Law & Business
  • Publication date: 2/24/2002
  • Edition number: 2
  • Pages: 665
  • Product dimensions: 8.94 (w) x 7.94 (h) x 1.60 (d)

Table of Contents

About the Author
Acknowledgments
Summary of Contents
List of Exhibits
Introduction
Ch. 1 Overview of Shareholder Value 3
Ch. 2 Overview of Valuation and Financial Analysis 13
Ch. 3 Discounted Cash Flow Analysis 19
Ch. 4 Comparable Company Analysis 39
Ch. 5 Comparable Transactions Analysis 49
Ch. 6 Merger Analysis 61
Ch. 7 Leveraged Buyout Analysis 75
Ch. 8 Stock Price Analysis 91
Ch. 9 Private Company Valuation 99
Ch. 10 Valuation Case Study: Tropical Products Corp. Acquisition of Global Snacks, Inc 113
Ch. 11 M&A Accounting 141
Ch. 12 Mergers & Acquisitions 169
Ch. 13 Divestitures and Asset Sales 207
Ch. 14 Joint Ventures and Alliances 221
Ch. 15 Going Private Transactions 237
Ch. 16 Leveraged Buyouts 261
Ch. 17 Minority Squeeze-Outs 275
Ch. 18 Fairness Opinions 281
Ch. 19 Overview of Corporate Restructurings 303
Ch. 20 Recapitalizations and Share Repurchases 321
Ch. 21 Spin-Offs, Split-Offs, Equity Carve-Outs, and Tracking Stock 371
Ch. 22 Business Judgment Rule 441
Ch. 23 Legal Aspects of Mergers & Acquisitions 461
Ch. 24 Anti-Takeover Measures 491
Ch. 25 Hostile Acquisitions 521
Ch. 26 The Fundamentals of Negotiation 549
Ch. 27 Formulating an Offer 559
Ch. 28 Structuring the Letter of Intent and Definitive Agreement 573
Ch. 29 Collars and Walk-Aways 593
Ch. 30 Termination Fees, Lock-Up Options, and No-Shop Clauses 603
Ch. 31 Earnouts and Contingent Payments 609
Ch. 32 Due Diligence 619
Index 639
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