M A Disputes And Completion Mechanisms
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M A Disputes And Completion Mechanisms
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Author : Heiko Daniel Ziehms
language : en
Publisher: Kluwer Law International B.V.
Release Date : 2018-12-25
M A Disputes And Completion Mechanisms written by Heiko Daniel Ziehms and has been published by Kluwer Law International B.V. this book supported file pdf, txt, epub, kindle and other format this book has been release on 2018-12-25 with Law categories.
In the course of a merger and acquisition (M&A) transaction, the principals and their advisors face a series of decisions, often against the backdrop of an unrealistic deadline, imperfect information and a shrewd other side. In making these decisions, they have to deal with complex technical matters at the intersection of disciplines, including accounting, law, taxation, corporate finance, operations, environmental and strategy. It is not always possible during the negotiations to take a step back and contemplate issues likely to arise before or after completion that may result in a dispute or to address or mitigate risks. It is therefore easy in these highly charged circumstances to create outcomes that end up in legal disputes. A sound understanding of the completion mechanism including the basis and measurement of individual purchase price adjustments is important to negotiate good deals and avoid disputes. This book provides an in-depth discussion of the completion mechanism, including key arguments for or against individual deductions or adjustments. This can be helpful in negotiations. It also provides diagnostic tools and many recommendations that can help avoid disputes. If a dispute has occurred, it discusses how it can be resolved as well as the conceptual basis and practical approaches to the measurement of damages. The book deals with numerous matters that need to be addressed during M&A negotiations and can lead to post-M&A dissonance, including the following: - the equity bridge: from fi rm value to the purchase price for the equity; - closing conditions, the closing process and the completion accounts; - an in-depth discussion of individual purchase price adjustments from factoring to pensions and from leases to the working capital reference value; - material adverse change clauses; - aspects of locked box transactions, including the interest over the locked box period; - how to structure earn-outs to avoid disputes; - red flags for fraud; - damages valuation in M&A disputes; and - lessons learned on how to avoid or deal with disputes. The author analyses a large number of actual post-M&A disputes as a lens to bring into focus precisely where things go wrong in practice. He then sets out practical solutions to the problems dealmakers face, how to negotiate individual price adjustments, and lessons learned from disputes. This book will be useful to M&A practitioners, be they in-house counsel, private equity, sovereign wealth funds, international arbitration centres or other players, as well as the investment bankers, accountants and the professionals who advise them. It will also prove to be of great value to those who deal with post-M&A disputes – judges, arbitrators and litigators – and legal academics interested in the M&A field.
M A Disputes
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Author : A. Vincent Biemans
language : en
Publisher: John Wiley & Sons
Release Date : 2017-07-31
M A Disputes written by A. Vincent Biemans and has been published by John Wiley & Sons this book supported file pdf, txt, epub, kindle and other format this book has been release on 2017-07-31 with Business & Economics categories.
Navigate M&A accounting arbitrations with insider perspective M&A Disputes takes you inside the dispute resolution process to help you put together the many "moving parts" necessary to obtain a successful outcome. With deep insight from experts in the field—including valuable advice from the arbitrator's perspective—this book guides you through the entire process to explore the variables at work. The high volume of M&A transactions makes post-closing price adjustment provisions and accounting arbitrations a critical part of doing business. Yet, the field is opaque to non-practitioners and important issues can be easily misunderstood without specific knowledge and experience. A resulting award can make or break a transaction; an intimate understanding of the process's inner working can help you plan your position to the greatest advantage. This book explores the many factors that that contribute to a successful resolution across the entire transaction life cycle from contract negotiation through the dispute phase including due diligence, determination of the target net working capital, conception and closing of the purchase agreement, post-closing negotiation and dispute resolution, the impact of accounting practices, guidance, and documentation as well as relevant auditing concepts, and various facts and circumstances surrounding the target business and the transaction that need to be considered. M&A volume remains high and continues to result in large numbers of current and future post-closing M&A disputes. Clients rely on their attorneys and advisers to guide them through the process and counsel them toward a positive outcome. Those professionals will find that M&A accounting arbitrations carry a range of distinctions that require a specialized knowledge base to navigate correctly. This book provides real-world guidance from experts in the field, with invaluable insight for every stage of the process. Walk through the entire dispute resolution process from arbitrator selection through final award Understand how M&A agreement provisions impact the awarded amount as well as the options available to limit the scope of potential disputes and the "gaming" of the post-closing process by the counterparty Understand the nature of accounting estimates and guidance, their interaction with accounting arbitrations, and how to synthesize facts, circumstances, and GAAP into a persuasive argument to present to the accounting arbitrator Get situation-specific advice for different types of transactions Learn practitioner "dos" and "don'ts" from the arbitrator's perspective M&A Disputes provides transaction parties and their representatives an inside view at the transaction and commonly disputed items through the eyes of the arbitrator to provide them with uniquely valuable insight. In addition to being an invaluable tool for practitioners appearing before an accounting arbitrator, M&A Disputes also provides advice to would-be and experienced arbitrators alike to successfully resolve disputes that can be significant and complex.
International Arbitration
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Author : Ben Beaumont
language : en
Publisher: Kluwer Law International B.V.
Release Date : 2022-12-09
International Arbitration written by Ben Beaumont and has been published by Kluwer Law International B.V. this book supported file pdf, txt, epub, kindle and other format this book has been release on 2022-12-09 with Law categories.
In the spirit of Pieter Sanders’s classic Quo Vadis Arbitration? (1999), this far-reaching overview of the state of international arbitration thoroughly assesses the current condition and prospects of arbitration and conciliation with practical, insightful solutions to the new and emerging problems confronting arbitration practice today. A distinguished group of internationally renowned arbitrators, academics, and lawmakers elucidate the ubiquitous evolution towards increased technical complexity, the need for multi-focal and multi-cultural approaches, and the tension between desirable simplicity and indispensable precision that have come to characterize current arbitral practice and procedure. Among the topics covered are the following: remote hearings; reliance on digital technology; cost of arbitration in a post-COVID world; extension of the arbitration agreement to non-signatories; tailoring of ADR techniques to suit the needs of micro, small, and medium-sized enterprises; jurisdictions emerging as new arbitration hubs, e.g., Delaware, the Caribbean, Scotland; evolution of a code of conduct for adjudicators in investment disputes; and the reform of bilateral investment treaties. As Sanders’s 1999 book did at the time, the chapters identify specific improvements and refinements to the entire system as it has developed over recent decades. The book will be a go-to resource for the arbitration community worldwide as a stocktaking of current and ongoing trends in international arbitration. It will enthuse the many lawyers, judges, legislators, and businesspeople to whom it is addressed.
Arbitration Of M A Transactions
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Author : Edward Poulton
language : en
Publisher: Globe Law and Business Limited
Release Date : 2014
Arbitration Of M A Transactions written by Edward Poulton and has been published by Globe Law and Business Limited this book supported file pdf, txt, epub, kindle and other format this book has been release on 2014 with Consolidation and merger of corporations categories.
In this title leading experts in the field of international arbitration provide legal and practical guidance on the key types of dispute likely to arise from M&A transactions (eg, warranty claims, shareholder disputes, claims relating to completion accounts), and offer procedural and tactical tips for arbitration arising from them. The content also covers the fundamental questions of arbitrability, confidentiality, freedom to choose the governing law (and questions of mandatory law) and enforceability in 20 key jurisdictions.
Science And Mechanism
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Author : Charles Rush Goodrich
language : en
Publisher: Prabhat Prakashan
Release Date : 1854-01-01
Science And Mechanism written by Charles Rush Goodrich and has been published by Prabhat Prakashan this book supported file pdf, txt, epub, kindle and other format this book has been release on 1854-01-01 with Fiction categories.
Science and Mechanism by Charles Rush Goodrich: Dive into the world of science and mechanics with "Science and Mechanism" by Charles Rush Goodrich. This informative book explores the principles of science and their application in understanding and harnessing the mechanisms of the physical world. Key Aspects of the Book "Science and Mechanism": Scientific Foundations: Goodrich covers the fundamental principles of science, including physics, chemistry, and mechanics. Mechanical Insights: The book delves into the mechanisms and machinery that drive various aspects of the physical world, from simple machines to complex systems. Practical Applications: "Science and Mechanism" provides practical insights into how scientific knowledge can be applied to technological advancements and problem-solving. Charles Rush Goodrich was an American author and educator known for his work in science education. His book reflects his commitment to making science accessible and understandable to a broader audience.
Responding To Environmental Conflicts Implications For Theory And Practice
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Author : Eileen Petzold-Bradley
language : en
Publisher: Springer Science & Business Media
Release Date : 2012-12-06
Responding To Environmental Conflicts Implications For Theory And Practice written by Eileen Petzold-Bradley and has been published by Springer Science & Business Media this book supported file pdf, txt, epub, kindle and other format this book has been release on 2012-12-06 with Social Science categories.
A comprehensive tour d'horizon of the debate on the environment and security, focusing on the various policy options for building peace and preventing environmental conflict. Experts from the areas survey the key environmental challenges in Eastern and Central European states and those of the former Soviet Union, extending the debate to such regions as the Balkans, the Black Sea and Central Europe. This is the first time such extensive case study research has been reported for these regions. Both practical and theoretical approaches to the debate are presented, within a multi-disciplinary framework, the contributors ranging from academic experts involved with peace and conflict research to actual policy makers active in the fields of environmental and security policy. Readership: Experts already working in the relevant disciplines, both academic and governmental, as well as those seeking an introduction to the various policy fields. A graduate-level study text, excellent survey for policy makers and an academic contribution to ongoing studies.
Model Rules Of Professional Conduct
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Author : American Bar Association. House of Delegates
language : en
Publisher: American Bar Association
Release Date : 2007
Model Rules Of Professional Conduct written by American Bar Association. House of Delegates and has been published by American Bar Association this book supported file pdf, txt, epub, kindle and other format this book has been release on 2007 with Law categories.
The Model Rules of Professional Conduct provides an up-to-date resource for information on legal ethics. Federal, state and local courts in all jurisdictions look to the Rules for guidance in solving lawyer malpractice cases, disciplinary actions, disqualification issues, sanctions questions and much more. In this volume, black-letter Rules of Professional Conduct are followed by numbered Comments that explain each Rule's purpose and provide suggestions for its practical application. The Rules will help you identify proper conduct in a variety of given situations, review those instances where discretionary action is possible, and define the nature of the relationship between you and your clients, colleagues and the courts.
Contemporary Valuation Issues In Deals
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Author : Jonathan White (Accountant)
language : en
Publisher:
Release Date : 2017
Contemporary Valuation Issues In Deals written by Jonathan White (Accountant) and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2017 with Accounting categories.
Consumer Dispute Resolution
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Author : American Bar Association. Special Committee on Alternative Means of Dispute Resolution
language : en
Publisher:
Release Date : 1983
Consumer Dispute Resolution written by American Bar Association. Special Committee on Alternative Means of Dispute Resolution and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 1983 with Arbitration and award categories.
National Identity And Economic Interest
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Author : P. Chow
language : en
Publisher: Springer
Release Date : 2012-02-13
National Identity And Economic Interest written by P. Chow and has been published by Springer this book supported file pdf, txt, epub, kindle and other format this book has been release on 2012-02-13 with Business & Economics categories.
The book covers the legal, economic, socio-political and international aspects of economic integration and the contending forces of national identity and economic interests after the economies between Taiwan and China are integrated and the trading bloc is emerging across the Taiwan Strait.