Mergers and Acquisitions from A to Z

ISBN-10: 0814413838

ISBN-13: 9780814413838

Edition: 3rd 2010

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Description:

Mergers and acquisitions represent a successful growth strategy for many companies, but, while potentially profitable, M&A transactions are complex and often risky. Covering the latest trends, developments, and best practices for the post-Madoff era, this comprehensive, hands-on resource walks readers through every step of the process, offering practical advice for keeping deals on track and ensuring post-closing integration success. Filled with case studies and war stories illustrating what works and why, the third edition of Mergers and Acquisitions from A to Z offers valuable tools, checklists, and sample documents, providing crucial guidance on: preparing for and initiating the deal; regulatory considerations; due diligence; deal structure; valuation and pricing; and financing even during turbulent market conditions. M&A transactions can quickly spell a company's doom if they are not conceived and executed carefully, legally, and sensibly. This is the classic, comprehensive guide to mergers and acquisitions, now completely updated for today's market.
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Book details

List price: $35.00
Edition: 3rd
Copyright year: 2010
Publisher: Amacom
Publication date: 11/3/2010
Binding: Hardcover
Pages: 672
Size: 6.25" wide x 9.25" long x 1.25" tall
Weight: 1.650

Acknowledgments
Introduction To The Third Edition
The Basics of Mergers and Acquisitions
Understanding Key Terms
What's All the Fuss About?
Why Bad Deals Happen to Good People
Why Do Buyers Buy, and Why Do Sellers Sell?
Preparing for the Dance: The Seller's Perspective
Conducting a Thorough EOTB Analysis
Preparing for the Sale of the Company
Common Preparation Mistakes
Other Considerations for the Seller
Getting Deal Terms and Structure That Fit the Seller's Objectives, Personal Needs, and Postclosing Plans
Initiating the Deal: The Buyer's Perspective
Assembling the Team
Developing an Acquisition Plan
Applying the Criteria: How to Narrow the Field
Approaching a Company That Is Not for Sale
Dealing with the Seller's Management Team
Directory of M&A Resources for Prospective Buyers (and Sellers)
The Letter of Intent and Other Preliminary Matters
Proposed Terms
Binding Terms
Common Reasons Why Deals Die at an Early Stage
Preparation of the Work Schedule
Another Predeal Task: The Growing Debate About the Role and Usefulness of Fairness Opinions
Due Diligence
Best Practices in Due Diligence in the Era of Accountability 2.0
Legal Due Diligence
Business and Strategic Due Diligence
Conclusion
Post-Sarbanes-Oxley Due Diligence Checklist
The Disclosure Requirements
Checklist of Items Post-Sarbox
An Overview of Regulatory Considerations
Introduction
Environmental Laws
Federal Securities Laws
Federal Antitrust Laws
Waiting Periods
Labor and Employment Law
Structuring the Deal
Stock vs. Asset Purchases
Tax and Accounting Issues Affecting the Structure of the Transaction
One-Step vs. Staged Transactions
Method of Payment
Nontraditional Structures and Strategies
Valuation and Pricing of the Seller's Company
A Quick Introduction to Pricing
Valuation Overview
Financing the Acquisition
An Overview of Financing Sources
Understanding the Lender's Perspective
Financing Deals in Times of Turmoil
Steps in the Loan Process
Equity Financing
The Purchase Agreement and Related Legal Documents
Case Study: GCC Acquires TCI
Sample Schedule of Documents to Be Exchanged at a Typical Closing
Keeping M&A Deals on Track: Managing the Deal Killers
Communication and Leadership
Diagnosing the Source of the Problem
Understanding the Types of Deal Killers
Curing the Transactional Patient
Maintaining Order in the M&A Process: Simple Principles for Keeping Deals on Track
Conclusion
Postclosing Challenges
A Time of Transition
Staffing Levels and Related Human Resources Challenges
Customers
Vendors
Physical Facilities
Problems Involving Attitudes and Corporate Culture
Benefit and Compensation Plans
Corporate Identity
Legal Issues
Minimizing the Barriers to the Transition
Postmerger Integration Key Lessons and Best Practices
Conclusion
Alternatives to Mergers and Acquisitions
Joint Ventures
Franchising
Technology and Merchandise Licensing
Distributorships and Dealerships
Index
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