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.
Table of Contents
Preface.
Acknowledgements.
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.
Overview.
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.
Appendices.
Chapter 3. Corporate (Non-Tax) Structuring Considerations.
Business Objectives, State Law Concerns, And Other Structuring Considerations.
Acquisition Structure Diagrams.
Forms Of Acquisition Consideration.
Debt.
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.
Equity Compensation.
ISOS.
Employment Agreements And Non-Competition Covenants.
Employment And Benefits Law.
Acquisition Accounting.
Recapitalization Accounting.
Cross-Border Acquisitions.
Appendices.
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.
Tax-Free Transactions.
Special Situations.
Golden Parachute Tax.
Chapter 5. The Definitive Acquisition Agreement.
Economic Terms.
Representations And Warranties.
Covenants.
Additional Agreements.
Conditions To Closing.
Survival Of Representations And Indemnification.
Termination.
Miscellaneous.
Representing Targets: A Summary.
Appendices.
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.
Anti-Takeover Devices.
Appendix.
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.
Fraudulent Transfers.
Acquisitions Out Of Bankruptcy.
Index.
