The Art of M&A Structuring: Techniques for Mitigating Financial, Tax and Legal Risk / Edition 1

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Real-world advice for determining the most advantageous structure in a merger, acquisition, or buyout

The actual structuring of a merger or acquisition is key to the success of the entire procedure. The Art of M&A Structuring explores ways to approach a deal as an investment and satisfy the often conflicting financial and operational goals of all parties, from buyers and sellers to investors and lenders. Written in the trademark Q&A style that made The Art of M&A a landmark business bestseller, this book is filled with real-world examples and cases. Decision makers in any organization will quickly find the M&A information and insights they need, including:

  • Up-to-date GAAP and tax considerations
  • Advantages and disadvantages of spin-offs and spin-outs
  • Special considerations for off-balance-sheet transactions
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Product Details

  • ISBN-13: 9780071410649
  • Publisher: McGraw-Hill Professional Publishing
  • Publication date: 2/20/2004
  • Edition number: 1
  • Pages: 350
  • Product dimensions: 6.30 (w) x 9.30 (h) x 1.18 (d)

Meet the Author

Alexandra Reed Lajoux is senior research analyst for the National Association of Corporate Directors. She is the coauthor (with Stanley Foster Reed) of the seminal book The Art of M&A as well as the author or coauthor of three other books in the series—The Art of M&A Integration, The Art of M&A Due Diligence, and The Art of M&A Financing and Refinancing.

H. Peter Nesvold is a vice president at Bear, Stearns & Co., Inc. Given his diverse background in investment banking, law, tax, and accounting, Nesvold offers a multidisciplinary perspective on the interrelated elements of highly-structured mergers, acquisitions, buyouts, and other corporate transactions. He is a chartered financial analyst (CFA), as well as a former M&A attorney with Shearman & Sterling and CPA with Deloitte & Touche.

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Table of Contents

Pt. 1 Structuring M/A/B Transactions 1
Ch. 1 Getting Started with M&A Structuring 3
Ch. 2 Structuring M/A/B Transactions: Legal and Accounting Issues 9
Ch. 3 Structuring M/A/B Transactions: Special Situations and Issues 69
Pt. 2 Mitigating Taxes in M/A/B Transactions 117
Ch. 4 Mitigating Taxes in M/A/B Transactions: Principles of M&A Tax 119
Ch. 5 Mitigating Taxes in M/A/B Transactions: Taxable Transactions 149
Ch. 6 Mitigating Taxes in M/A/B Transactions: Tax-Free and Tax-Deferred Transactions 177
Pt. 3 Special Situations Beyond Ordinary M/A/B 209
Ch. 7 Workouts, Bankruptcies, and Liquidations: Structuring Transactions with Entitites in the Zone of Insolvency 211
Ch. 8 Strategic Alliances and Joint Ventures 263
Ch. 9 Strategic and Minority Investments 305
Conclusion: Documenting the Deal 345
Index 387
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  • Anonymous

    Posted April 7, 2004

    Great and Reliable Guidebook for M&A Structuring

    I've been involved in M&A transactions and structured finance over 20 years. This is another great hit by Alex and her co-author. This time they focus on structures in connection with legal implication and tax consequences resulting from M&A. They've provided us with lots of solutions and techniques to mitigate risks. This is one of the greatest reference materials in proceeding to close M&A transactions for businesswomen/men and graduate students. You would not close a deal without this book being within your hand.

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