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Author: Byron S. Kalogerou Publisher: ISBN: 9781634254687 Category : Business & Economics Languages : en Pages : 158
Book Description
To meet the increasing demands for transparency and efficiency in the deal process and predictability of legal costs in M&A, this new guidebook contains tools to help M&A lawyers streamline and manage transactions, without overlooking important matters or compromising the quality of their legal services. Complete with practical guidance from veteran M&A practitioners, this valuable resource outlines each step of the M&A process, from "Pre-Deal," "Deal," to "Post-Closing," offering insight to help deal lawyers effectively scope, plan, manage, and execute M&A deals. It contains downloadable checklists, forms, and tools that lawyers can customize to implement legal project management in their M&A practice.
Author: Byron S. Kalogerou Publisher: ISBN: 9781634254687 Category : Business & Economics Languages : en Pages : 158
Book Description
To meet the increasing demands for transparency and efficiency in the deal process and predictability of legal costs in M&A, this new guidebook contains tools to help M&A lawyers streamline and manage transactions, without overlooking important matters or compromising the quality of their legal services. Complete with practical guidance from veteran M&A practitioners, this valuable resource outlines each step of the M&A process, from "Pre-Deal," "Deal," to "Post-Closing," offering insight to help deal lawyers effectively scope, plan, manage, and execute M&A deals. It contains downloadable checklists, forms, and tools that lawyers can customize to implement legal project management in their M&A practice.
Author: Edwin L. Miller, Jr. Publisher: John Wiley & Sons ISBN: 1119276772 Category : Law Languages : en Pages : 307
Book Description
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.
Author: Edwin L. Miller, Jr. Publisher: John Wiley & Sons ISBN: 1118045351 Category : Business & Economics Languages : en Pages : 358
Book Description
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
Author: Stephan Bergamin Publisher: Springer ISBN: 3319605046 Category : Business & Economics Languages : en Pages : 110
Book Description
This book brings home the message that meticulous integration management is the key to success in M&A transactions. Half of all M&A transactions are unsuccessful because many companies embarking on a merger neglect this key success factor. Based on 30 years of experience of corporate mergers and acquisitions as well as the subsequent implementation of growth strategies, the authors have developed a practical manual that helps managers optimize and streamline their growth strategy using persistent integration and transformation management. The book provides first-hand accounts of M&A transactions that the authors led or were involved in, assessing each case from an insider perspective and outlining the key success factors and pitfalls. It concludes with practical checklists including the most relevant topics for each individual step toward successful integration.
Author: Samuel C. Thompson Publisher: ISBN: 9780890899809 Category : Consolidation and merger of corporations Languages : en Pages :
Book Description
The practice of mergers and acquisitions (M&A) is one of the most challenging areas of the law, and this book is designed to help the reader gain both a practical and theoretical understanding of many of the legal problems a business lawyer will likely encounter in practice when working on M&A deals. The book integrates the discussion of major legal considerations encountered in M&A transactions, including corporate law, securities law, tax law, and antitrust law. The book also focuses on modern valuation principles and on accounting considerations. Separate chapters address international M&A and M&A in the following industries: telcom; banking and financial institutions; and public utilities. The book also addresses issues that can arise when (1) structuring a joint venture or other strategic alliance, which may be used as an alternative to M&A, and (2) acquiring a bankrupt corporation. Finally, the book covers ethical issues in M&A.
Author: Adam Mycyk Publisher: Kluwer Law International B.V. ISBN: 9403540125 Category : Law Languages : en Pages : 142
Book Description
Derived from Kluwer’s multi-volume Corporate Acquisitions and Mergers, the largest and most detailed database of M&A know-how available anywhere in the world, this work by a highly experienced team from the leading international law firm Dentons Contributors provides a concise, practical analysis of current law and practice relating to mergers and acquisitions of public and private companies in Ukraine. The book offers a clear explanation of each step in the acquisition process from the perspectives of both the purchaser and the seller. Key areas covered include: structuring the transaction; due diligence; contractual protection; consideration; and the impact of applicable company, competition, tax, intellectual property, environmental and data protection law on the acquisition process. Corporate Acquisitions and Mergers is an invaluable guide for both legal practitioners and business executives seeking a comprehensive yet practical analysis of mergers and acquisitions in Ukraine. Equivalent analyses of M&A law and practice in some 50 other jurisdictions, all contributed by leading law firms, are accessible on-line at www.kluwerlawonline.com under Corporate Acquisitions and Mergers.
Author: Samuel Coleman Thompson (Jr.) Publisher: ISBN: 9781611631692 Category : Consolidation and merger of corporations Languages : en Pages : 0
Book Description
To view or download the 2018 Supplement to this book, click here. M&A Statutes, Rules, and Documents Supplement for Business Planning for Mergers and Acquisitions, Fourth Edition, is available to access by clicking here. This book provides a transactional approach to many of the issues that arise in mergers and acquisitions (M&A), including corporate, securities, antitrust, Federal income taxation, accounting, and valuation. The principal purpose of this book is to help train law students in the art of doing M&A deals. The statutes, rules, regulations, and documentary appendices referred to in this book are contained in a companion volume: Thompson, M&A Statutes, Rules, and Documents for Business Planning for Mergers and Acquisitions (Carolina Academic Press, 2015), which will be available at no cost on this page at the end of April 2015. The book is divided into four parts: Part I, The Building Blocks; Part II, Consensual Transactions; Part III, Hostile Transactions; and Part IV, Special Topics. Part I, The Building Blocks, looks at issues likely to be faced in both consensual and hostile transactions, including shareholder voting and dissenting rules, directors'' fiduciary duties, basic securities considerations, tax aspects, accounting treatment, valuation, antitrust, pre-merger notification, due diligence, and preliminary deal documents. Part II, Consensual Transactions, looks at the following types of M&A transactions: acquisitions of the stock of closely held corporations; acquisitions of the assets of closely held corporations; acquisitions of publicly held corporations by merger; leveraged buy-outs; going private transactions; and the drafting of various types of acquisition agreements. Part III, Hostile Transactions, addresses the following Federal and state law aspects of these transactions: proxy contests; the impact of the Williams Act provisions of the Securities Exchange Act of 1934 on open market purchases; the impact of the Williams Act on tender offers, including two-step transactions involving a consensual tender offer followed by a merger; state regulation of tender offers; and state regulation of defensive tactics employed by a target''s management. Part IV, Special Topics, examines, or provides an introduction to, the following advanced M&A topics: spin-offs (i.e., transactions in which a parent corporation distributes the stock of a subsidiary to the parent''s shareholders); shareholder activism, which has become a very important issue for many large publicly held corporations; international acquisitions, including: inbound acquisitions (i.e., acquisitions by foreign acquirors of U.S. targets); outbound acquisitions (i.e., acquisitions by U.S. acquirors of foreign targets); and a look at the regulation of M&A in the EU, South Africa, and China; brief introductions to: M&A in four regulated industries (i.e., the banking, telecom, public utility, and healthcare industries); bankruptcy M&A; and joint ventures, which are an alternative to M&A; and ethical issues in M&A. This edition follows the structure of the third edition with the following major changes and additions: new and current materials have been added to virtually all of the chapters; the materials dealing with freeze-out mergers and going private transactions, which previously were addressed in Chapter 24, have been integrated into the coverage of LBOs in Chapter 14; virtually all of the cases and materials dealing with fiduciary duties are now included in Chapter 3, and where such issues arise in other chapters, references are made to the materials in Chapter 3; in view of the increasing importance of shareholder activism, Chapter 25 now focuses exclusively on that topic; and Chapter 27 now provides brief introductions to the following topics, which were covered in greater detail in the third edition: banking M&A (former Chapter 27); telecommunications M&A (former Chapter 28); public utility M&A (former Chapter 29), bankruptcy M&A (former Chapter 30); and joint ventures (former Chapter 31). Chapter 27 also briefly introduces issues in healthcare M&A.
Author: Byron S. Kalogerou
Author: Byron S. Kalogerou
Author: Byron S. Kalogerou
Author: Edwin L. Miller, Jr.
Author: Edwin L. Miller, Jr.
Author: Stephan Bergamin
Author: Diane Holt Frankle
Author: Samuel C. Thompson
Author: Therese H. Maynard
Author: Adam Mycyk
Author: Samuel Coleman Thompson (Jr.)