http://www.loc.gov/mods/v3 http://www.loc.gov/standards/mods/v3/mods-3-2.xsd
a step-by-step legal and practical guide +website
"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"--
Structuring fundamentals -- The acquisition process -- Corporate (Nontax) structuring considerations -- Tax considerations -- The definitive acquisition agreement -- Acquisitions of public companies -- Leveraged buyouts (structural and tax issues) and acquisitions of a troubled business (creditors' rights and bankruptcy) -- International M & A -- Joint ventures.
Cover; Title Page; Copyright; Contents; Preface; Acknowledgments; Chapter 1: Structuring Fundamentals; Basic Corporate Finance Concepts; Valuation Theory; Comparing Investments; Element of Risk; Risk and Portfolio Theory; Portfolio Theory as Applied to Acquisitions; Efficient Market Hypothesis; Reasons for Acquisitions; Three Basic Acquisition Structures; Stock Purchase; Merger; Asset Purchase; Structuring Considerations: Overview; Tax; Corporate Law; Securities Laws; Antitrust and Other Regulatory Considerations; Acquisition Accounting; Chapter 2: The Acquisition Process; Overview.
Valuation of the BusinessRelative Valuation; Discounted Cash Flow Analysis; 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; Components of Intellectual Property: Overview; IP Due Diligence; From Signing to Closing; Appendixes; Chapter 3: Corporate (Nontax) Structuring Considerations; Business Objectives and Other Nontax Structuring Considerations; Residual Minority Interest; Deferred Closings; Need for Consents.
Misrepresentations and IndemnificationLiability Avoidance; Appraisal Rights; Sale of Control at a Premium; Substantially All Assets; Acquisition Structure Diagrams; Forms of Acquisition Consideration; Debt; Subordination Terms and the Analysis of the Risks of Holding Debt; Other Aspects of Subordination; Cash, Stock, and Earnouts; Cash; Stock; Earnouts; Successor Liability and the De Facto Merger Doctrine; Securities Law Compliance; Overview; Private Placements; Private Placements in the Acquisition Context; Securities Laws from the Target's Perspective.
Antitrust Compliance: Hart-Scott-Rodino ActFiling Requirement; Other Possible HSR Transactions; Waiting Period; Filing Requirement Flowchart; Gun Jumping: Impermissible Activities during the Waiting Period and before Closing; Equity Compensation; Accelerated Vesting on an Acquisition or IPO; Tax Aspects of Stock Options and Restricted Stock; Nonqualified Stock Options; Incentive Stock Options; Restricted Stock; Employment Agreements and Noncompetition Covenants; Examples of Cause Definitions; Examples of Negotiating Points; Indemnification; Noncompetition Covenants; Additional Considerations.
Employment and Benefits LawGeneral Employment Issues; Types of Benefit Plans; 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; Nature of the Target's Business Organization; Nature of Equity Owners; Tax Position of the Buyer; Taxable Transactions and Their Tax Effects; Taxable Transactions Treated as Stock Purchases; Transactions Treated as Asset Purchases.
Consolidation and merger of corporations