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Mergers and Acquisitions:
A Step-by-Step Legal and Practical Guide
BY Edwin L. Miller, Jr.
BUSINESS & MANAGEMENT / ACCOUNTING / CORPORATE FINANCE / GENERAL CORPORATE FINANCE /
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
Edwin L. Miller Jr. is a partner with the law firm of Sullivan & Worcester LLP. He has practiced corporate and securities law for over thirty-five years and has extensive mergers and acquisitions experience in both the public and private markets. Miller also represents emerging and established technology companies in their financing, technology transfer, and acquisition activities. He has been named to The Best Lawyers in America publication and is the author of Lifecycle of a Technology Company: Step-by-Step Legal Background and Practical Guide from Startup to Sale (Wiley).
TABLE OF CONTENTS:
About The Website.
Chapter 1. Structuring Fundamentals.
Basic Corporate Finance Concepts.
Reasons For Acquisitions.
Three Basic Acquisition Structures.
Structuring Considerations: Overview.
Chapter 2. The Acquisition Process.
Valuation Of The Business.
Investment Bank Engagement Letters.
Letters Of Intent.
Stay Bonuses And Other Employee Retention Arrangements.
Business And Legal Due Diligence.
Intellectual Property Due Diligence.
From Signing To Closing.
Chapter 3. Corporate (Non-Tax) Structuring Considerations.
Business Objectives, State Law Concerns, And Other Structuring Considerations.
Acquisition Structure Diagrams.
Forms Of Acquisition Consideration.
Subordination Terms And The Analysis Of The Risks Of Holding Debt.
Successor Liability And The De Facto Merger Doctrine.
Securities Law Compliance.
Antitrust Compliance: Hart-Scott-Rodino Act.
Employment Agreements And Non-Competition Covenants.
Employment And Benefits Law.
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.
Taxable Transactions And Their Tax Effects.
Golden Parachute Tax.
Chapter 5. The Definitive Acquisition Agreement.
Representations And Warranties.
Conditions To Closing.
Survival Of Representations And Indemnification.
Representing Targets: A Summary.
Chapter 6. Acquisitions Of Public Companies.
Public-To-Public Mergers: What Is Different?
Case Law-Developed Fiduciary Duties And Standards Of Review.
Securities Laws And Public Company Acquisitions.
Chapter 7. Leveraged Buyouts (Structural And Tax Issues) And Acquisitions Of A Troubled Business (Creditors' Rights And Bankruptcy).
Leveraged Buyouts: Structural And Tax Issues.
Acquisition Of A Troubled Business Generally.
Acquisitions Out Of Bankruptcy.