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| Preface | |
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| Background | |
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| Introduction | |
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| Recent M&A Trends | |
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| Definitions | |
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| Valuing A Transaction | |
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| Types of Mergers | |
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| Reasons For Mergers And Acquisitions | |
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| Merger Financing | |
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| Merger Professionals | |
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| Merger Arbitrage | |
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| Leveraged Buyouts And The Private Equity Market | |
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| Corporate Restructuring | |
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| Merger Negotiations | |
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| Merger Agreement | |
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| Merger Approval Procedures | |
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| Short-Form Merger | |
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| Freezeouts And The Treatment of Minority Shareholders | |
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| Purchase of Assets Compared With Purchase of Stock | |
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| Structuring The Deal | |
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| Assumption of The Seller's Liabilities | |
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| Advantages of Asset Acquisitions | |
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| Asset Selloffs | |
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| Reverse Mergers | |
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| Holding Companies | |
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| History of Mergers | |
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| Merger Waves | |
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| What Causes Merger Waves? | |
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| First Wave, 1897-1904 | |
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| Second Wave, 1916-1929 | |
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| The 1940s | |
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| Third Wave, 1965-1969 | |
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| Trendsetting Mergers of the 1970s | |
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| Fourth Wave, 1984-1989 | |
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| Fifth Wave | |
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| Sixth Merger Wave | |
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| Summary | |
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| Legal Framework | |
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| Laws Governing Mergers, Acquisitions, And Tender Offers | |
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| Securities Laws | |
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| Other Specific Takeover Rules In The United States | |
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| International Securities Laws Relating To Takeovers | |
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| Business Judgment Rule | |
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| State Antitakeover Laws | |
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| Regulation of Insider Trading | |
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| Antitrust Laws | |
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| Recent Trends In Antitrust Enforcement In The United States | |
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| Measuring Concentration And Defining Market Share | |
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| European Competition Policy | |
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| Antitrust Remedies | |
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| Summary | |
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| Merger Strategy | |
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| Growth | |
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| Synergy | |
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| Operating Synergy | |
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| Diversification | |
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| Other Economic Motives | |
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| Hubris Hypothesis of Takeovers | |
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| Other Motives | |
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| Tax Motives | |
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| Summary | |
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| Hostile Takeovers | |
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| Antitakeover Measures | |
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| Management Entrenchment Hypothesis Versus Stockholder Interests Hypothesis | |
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| Preventative Antitakeover Measures | |
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| Changing The State of Incorporation | |
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| Active Antitakeover Defenses | |
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| Information Content of Takeover Resistance | |
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| Summary | |
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| Takeover Tactics | |
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| Preliminary Takeover Steps | |
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| Tender Offers | |
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| Open Market Purchases And Street Sweeps | |
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| Advantages of Tender Offers Over Open Market Purchases | |
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| Arbitrage And The Downward Price Pressures Around M&A Announcements | |
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| Proxy Fights | |
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| Hedge Funds As Activist Investors | |
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| Summary | |
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| Going Private Transactions And Leveraged Buyouts | |
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| Leveraged Buyouts | |
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| Terminology | |
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| Historical Trends In LBOS | |
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| Costs of Being A Public Company | |
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| Management Buyouts | |
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| Conflicts of Interest In Management Buyouts | |
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| U.S. Court's Position On Leveraged Buyouts Conflicts | |
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| Financing For Leveraged Buyouts | |
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| Returns To Stockholders From LBOS | |
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| Returns To Stockholders From Divisional Buyouts | |
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| Empirical Research On Wealth Transfer Effects | |
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| Protection For Creditors | |
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| Summary | |
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| Topics In Going Private Transactions | |
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| Private Equity Market | |
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| Junk Bonds Financing of Takeovers | |
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| Stapled Financing | |
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| Securitization And M&A Financing | |
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| Summary | |
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| Employee Stock Ownership Plans | |
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| Historical Growth of ESOPS | |
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| Types of Plans | |
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| Characteristics of ESOPS | |
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| Leveraged Versus Unleveraged ESOPS | |
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| Corporate Finance Uses of ESOPS | |
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| Voting of ESOP Shares | |
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| Cash Flow Implications | |
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| Valuation of Stock Contributed Into An ESOP | |
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| Eligibility of ESOPS | |
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| Put Options of ESOPS | |
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| Dividends Paid | |
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| ESOPS Versus A Public Offering of Stock | |
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| Employee Risk And ESOPS | |
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| Securities Laws And ESOPS | |
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| Tax Benefits of LESOPS | |
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| Balance Sheet Effects of ESOPS | |
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| Drawbacks of LESOPS | |
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| ESOPS And Corporate Performance | |
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| ESOPS As An Antitakeover Defense | |
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| ESOPS And Shareholder Wealth | |
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| ESOPS And LBOS | |
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| Summary | |
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| Corporate Restructuring | |
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| Corporate Restructuring | |
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| Divestitures | |
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| Divestiture And Spinoff Process | |
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| Wealth Effects of Selloffs | |
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| Equity Carve-Outs | |
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| Voluntary Liquidations Or Bustups | |
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| Tracking Stocks | |
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| Master Limited Partnerships And Selloffs | |
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| Summary | |
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| Restructuring In Bankruptcy | |
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| Types of Business Failure | |
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| Causes of Business Failure | |
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| Bankruptcy Trends | |
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| U.S. Bankruptcy Laws | |
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| Reorganization Versus Liquidation | |
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| Reorganization Process | |
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| Benefits of The Chapter 11 Process For The Debtor | |
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| Prepackaged Bankruptcy | |
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| Workouts | |
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| Corporate Control And Default | |
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| Liquidation | |
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| Investing In The Securities of Distressed Companies | |
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| Summary | |
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| Corporate Governance | |
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| Failed Corporate Governance: Accounting Scandals | |
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| Sarbanes-Oxley Act | |
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| Other Regulatory Changes | |
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| Corporate Governance | |
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| Golden Parachutes | |
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| Managerial Compensation, Mergers, and Takeovers | |
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| CEO Compensation and Power | |
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| Compensation Characteristics of Boards That Are More Likely to Keep Agency. Costs in Check | |
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| Role of the Board of Directors | |
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| Interlocking Boards | |
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| Independence of Directors | |
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| Regulatory Standards for Directors | |
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| Antitakeover Measures and Board Characteristics | |
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| Disciplinary Takeovers, Company Performance, CEOs, and Boards | |
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| Merger Strategy and Corporate Governance | |
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| Do Boards Reward CEOs for Initiating Acquisitions and Mergers? | |
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| CEO Compensation and Diversification Strategies | |
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| Agency Costs and Diversification Strategies | |
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| Interests of Directors and M&As | |
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| Managerial Compensation and Firm Size | |
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| Corporate Control Decisions and Their Shareholder Wealth Effects | |
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| Does Better Corporate Governance Increase Firm Value? | |
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| Executive Compensation and Postacquisition Performance | |
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| Mergers of Equals and Corporate Governance | |
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| Summary | |
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| Joint Ventures And Strategic Alliances | |
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| Contractual Agreements | |
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| Comparing Strategic Alliances And Joint Ventures With Mergers And Acquisitions | |
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| Joint Ventures | |
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| Governance of Strategic Alliances | |
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| Summary | |
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| Valuation | |
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| Valuation Methods: Science or Art? | |
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| Managing Value as an Antitakeover Defense | |
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| Benchmarks of Value | |
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| How the Market Determines Discount Rates | |
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| Valuation of the Target's Equity | |
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| Takeovers and Control Premiums | |
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| Marketability of the Stock | |
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| Valuation of Stock-for-Stock Exchanges | |
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| Trends in Cash versus Stock Percentage of Takeover Financing | |
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| Shareholder Wealth Effects and Methods of Payment | |
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| Exchange Ratio | |
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| Fixed Number of Shares versus Fixed Value | |
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| International Takeovers and Stock-for-Stock Transactions | |
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| Desirable Financial Characteristics of Targets | |
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| Summary | |
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| Appendix | |
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| Tax Issues | |
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| Financial Accounting For M&As | |
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| Taxable Versus Tax-Free Transactions | |
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| Tax Consequences of A Stock-For-Stock Exchange | |
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| Asset Basis Step-Up | |
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| Changes In The Tax Laws | |
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| Role of Taxes In The Merger Decision | |
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| Role of Taxes In The Choice Selloff Method | |
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| Organizational Form And M&A Premiums | |
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| Capital Structure And Propensity To Engage In Acquisitions | |
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| Leverage And Deal Structure | |
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| Taxes As A Source of Value In Management Buyouts | |
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| Miscellaneous Tax Issues | |
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| Summary | |
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| Glossary | |
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| About the Author | |
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| Index | |