The Negotiation Of Key Merger And Acquisition Clauses
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The Negotiation Of Key Merger And Acquisition Clauses
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Author : Emma Scotney
language : en
Publisher:
Release Date : 2022-04-13
The Negotiation Of Key Merger And Acquisition Clauses written by Emma Scotney and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2022-04-13 with categories.
Mergers And Acquisitions
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Author : Edwin L. Miller, Jr.
language : en
Publisher: John Wiley & Sons
Release Date : 2011-01-06
Mergers And Acquisitions written by Edwin L. Miller, Jr. 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 2011-01-06 with Business & Economics categories.
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
Make The Deal
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Author : Christopher S. Harrison
language : en
Publisher: John Wiley & Sons
Release Date : 2016-02-15
Make The Deal written by Christopher S. Harrison 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 2016-02-15 with Business & Economics categories.
A comprehensive introduction to today's M&A strategies Make the Deal is a direct and accessible guide to striking a powerful M&A deal. Merging business, finance, and law, this insightful examination of M&A strategy is designed to help you understand M&A negotiations and the ways in which the final outcome affects your financial future. A general overview of an acquisition agreement framework segues into a more detailed discussion of different deal structures, including stock sales, mergers, asset sales, and complex structures, giving you the information you need to know when each one applies best in practice. You'll gain insight into real-world negotiations and the delicate balancing act that occurs as each party attempts to maximize value and minimize risk, and learn the potential pitfalls that can occur. Negotiation statistics and samples from actual contracts back the war stories throughout, and reinforce the idea that there's no single perfect solution. As a topic of study, M&A is constantly evolving; in practice, it changes at the speed of light. Staying ahead of the market is the single most critical element of making the best deal, and the strategy that worked for one deal most likely won't work for the next. Instead of simply providing a list of strategies that have worked in the past, this book shows you why they worked, so you can tailor your strategy specifically to your next deal. Learn how M&A contract terms affect economic outcomes Examine the techniques and mechanics of today's acquisition agreements Develop a legal framework that supports your business strategy Follow the ups and downs that arise in real-world cases A successful M&A transaction requires both attention to detail and a big picture view, combined with skill, intellect, and ingenuity. Make the Deal brings it all together to show you how to run the table and come away with a win.
Mergers And Acquisitions Basics
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Author : Michael E. S. Frankel
language : en
Publisher: John Wiley & Sons
Release Date : 2017-03-27
Mergers And Acquisitions Basics written by Michael E. S. Frankel 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 2017-03-27 with Business & Economics categories.
The essential executive M&A primer, with practical tools and expert insight Mergers and Acquisitions Basics provides complete guidance on the M&A process, with in-depth analysis, expert insight, and practical tools for success. This new second edition has been updated to reflect the current M&A landscape, giving busy executives the ideal resource for navigating each step in the process. Veteran executives relate guidelines, lessons learned, and mistakes to avoid as they explain how M&As work, identify the major players, and describe the roles involved in a successful transaction. Both buyer and seller must consider a broad range of factors, and this essential guide provides checklists, forms, sample reports, and presentations to help you avoid surprises and ensure your organization's full preparation for the deal. Equity investments, valuation, negotiation, integration, legal aspects, and more are explained in detail to provide a foundational primer for anyone seeking to clarify their role in the process. Mergers and acquisitions are becoming ever more critical to the growth of large and mid-sized companies. This book balances depth and breadth to provide a one-stop guide to maximizing the financial and operational value of the deal. Identify key drivers of purchase or sale Understand major roles, processes, and practices Avoid valuation detractors and negotiate effectively Overcome common challenges to successful integration Effective M&As are highly strategic, solidly structured, and beneficial on both sides. It's a complex process with many variables, many roles, and many potential pitfalls, but navigating the deal successfully can mean the difference between growth and stagnation. Mergers and Acquisitions Basics is the comprehensive resource every executive needs to understand the ins-and-outs of strategic transactions.
Mergers And Acquisitions
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Author : Edwin L. Miller, Jr.
language : en
Publisher: John Wiley & Sons
Release Date : 2017-03-15
Mergers And Acquisitions written by Edwin L. Miller, Jr. 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 2017-03-15 with Law categories.
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.
Corporate Mergers And Acquisitions
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Author : Michael Waks
language : en
Publisher:
Release Date : 2018-09-19
Corporate Mergers And Acquisitions written by Michael Waks and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2018-09-19 with categories.
A comprehensive guide to executing M&A transactions in complex corporate environmentsCorporate Mergers and Acquisitions: A Practical Guide for Practitioners and Team Members provides a foundation for Corporate Development teams, as well as other professionals whose responsibilities include supporting transactions but are not dedicated full-time to M&A, to execute transactions at a consistent, sustainable and high-performing standard.While the technical details and processes for M&A are important, without context they are not enough to ensure success on any transaction. Working well with people in a complex process means building trust at every step. The process steps and communications in this guide are, largely, ways to communicate to your team and the other side in a way that reduces uncertainty and builds trust. You will say on date x that event y will happen, and when that is delivered everyone feels they can trust you - from your senior management to the advisers on the other side of a deal. So, building trust is mission one in an environment where people are nervous because money is at stake and everyone involved has heightened scrutiny from their senior management and Board of directors. This guide starts with a discussion of the alternatives available to corporate strategists to achieve the goals of the business via arrangements with third parties. The ability to provide senior management and the Board of Directors with relevant pros and cons for strategic alternatives allows the business and personal concerns of the leadership to surface at the earliest time possible. Capturing and conveying in an appropriate way these concerns is crucial to the success and credibility of the internal Corporate Development group. The complex interaction of competing internal interests, functional responsibilities, and perceptions of risks is similarly crucial to address from the onset and solve for.The transaction types - ranging from acquisition and divestitures to joint ventures and licensing arrangements - are covered in-depth along with integration activity. A section of this book is devoted to integration activity, processes, and templates to mitigate these risks.The success of a corporation planning to engage in mergers and acquisitions ("M&A") is reliant on skilled external specialists - including transactional counsel, tax advisors, environmental experts, anti-trust lawyers, intellectual property counsel, and accountants. Early determination of which specialists are needed, selecting the right firms, negotiating their engagement, and managing their activity is both crucial and time-consuming In the section entitled Advisors and Team Members the reader will find process recommendations to manage this extended M&A team. The book closes with a section on M&A "Best Practices" and highlights communications, record keeping, and team building.This guide contains a number of tools, processes, and examples to ensure all team members will know the duration and steps in complex transactions and where they will be needed, including:* Strategic screening templates for acquisitions and divestitures* Alternative transaction evaluation template* Detailed timelines with a description of step-by-step activity for acquisitions, divestitures, licensing, and joint ventures* Due diligence prioritization and extensive checklists* Contract negotiation prioritization, a negotiating team template for executive authorization, discussion of key contract features* Transition services agreements* Transaction authorization from the Board of Directors and Shareholders, fairness opinions* Integration processes, templates, "Day One" planning toolsInterspersed throughout the book are "Lessons Learned" with examples taken from the author's three decades of experience in Corporate Development and Strategy roles across the consumer products and telecommunications industries.
Mergers And Acquisitions In A Nutshell
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Author : Dale A. Oesterle
language : en
Publisher: West Academic Publishing
Release Date : 2001
Mergers And Acquisitions In A Nutshell written by Dale A. Oesterle and has been published by West Academic Publishing this book supported file pdf, txt, epub, kindle and other format this book has been release on 2001 with Business & Economics categories.
Anatomy Of A Merger
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Author : James C. Freund
language : en
Publisher:
Release Date : 1975
Anatomy Of A Merger written by James C. Freund and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 1975 with Consolidation and merger of corporations categories.
Mergers Acquisitions And Buyouts
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Author : Martin D. Ginsburg
language : en
Publisher: Aspen Publishers
Release Date : 2020-07-03
Mergers Acquisitions And Buyouts written by Martin D. Ginsburg and has been published by Aspen Publishers this book supported file pdf, txt, epub, kindle and other format this book has been release on 2020-07-03 with categories.
Mergers, Acquisitions, and Buyouts, June 2020 By Martin D. Ginsburg, Jack S. Levin, Donald E. Rocap When structuring mergers and acquisitions, there's only one way to be sure that you've thought of all the tax and legal consequences: rely on Martin D. Ginsburg, Jack S. Levin and Donald E. Rocap as you plan, develop, and execute your mergers and acquisitions strategy. In this gold-standard resource for mergers and acquisitions analysis and guidance--available as a five-volume print set, a bundle with the print and CD-ROM editions, or online--these expert practitioners offer you: - Solutions to real-life business merger problems as they arise in negotiations - Step-by-step analysis of typical and non-typical company buyout and company merger transactional permutations - Checklists, flow charts, and other at-a-glance mergers practice materials Whether you represent the buyer, the seller, or another interested party, you can go straight to a model M&A agreement that gives you: - A complete document structured to embody your client's M&A interests - Clauses addressing a wide variety of specific mergers and acquisitions situations - Specific language for even the smallest mergers and acquisitions variations you're likely to encounter - Includes CD-ROM containing Mergers, Acquisitions, and Buyouts: Sample Acquisition Agreements When it comes to companies buying other companies--particularly public company acquisitions--seemingly every transaction raises something unique, Mergers, Acquisitions, and Buyouts is recently updated with: - New step-by-step methods for structuring transactions, with tax, SEC, corporate, HSR, accounting and other mergers considerations - New table summarizing and contrasting terms of pro-buyer, pro-seller, and neutral stock & asset purchase agreements - Practical guidance based on the latest mergers and acquisition news and the most recent corporate acquisition developments - New mergers legislation, M&A regulations, rulings, and M&A litigation outcomes impacting M&A transactions as reflected in recent mergers and acquisitions Previous Edition: Mergers, Acquisitions, and Buyouts, November 2019: Five-Volume Print Set, ISBN: 9781543811384¿ Frequently asked questions covered in Mergers, Acquisitions, and Buyouts: - What are the tax considerations in our M&A transaction? - Are there recent deals or developments affecting our M&A transaction? - How do we handle unwanted assets? - How do we handle reorganizations that are "solely for voting stock"? - What are the tax aspects of LBO structuring and financing? - What should we be taking into consideration regarding management compensation? - How do you execute a mergers and acquisitions strategy using Partnership, LLC, or REIT?
Mergers And Acquisitions
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Author : Steven M. Bragg
language : en
Publisher: Wiley
Release Date : 2008-09-08
Mergers And Acquisitions written by Steven M. Bragg and has been published by Wiley this book supported file pdf, txt, epub, kindle and other format this book has been release on 2008-09-08 with Business & Economics categories.
Accounting expert Steven Bragg equips you with a working knowledge of the complete M&A process throughout Mergers and Acquisitions: A Condensed Practitioner's Guide, with comprehensive, reader-friendly, and straightforward advice on principal business terms, as well as the due diligence process, the customary contractual provisions, legal background, and how-to's applicable to business acquisitions. Destined to become a well-thumbed addition to every manager's library, this essential guide addresses the entire acquisition process with pragmatic information that will serve you as an excellent reference whether you are a novice or expert acquirer.